Common use of Without Consent of Holders Clause in Contracts

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the The Issuer and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Issuer pursuant to Article V and the assumption by such successor of the Issuer’s covenants, defect or inconsistencyagreements and obligations in this Indenture and in the Securities; (2) to surrender any right or power conferred upon the Issuer by this Indenture, to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Issuer shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securitieswaive such default; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a merger, consolidation or sale of all or substantially all of the assetsthis Indenture, in accordance any supplemental indenture or in any Securities that may be defective or inconsistent with Article Fiveany other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect in any material respect to the interests of any Holders of Securities of any Series; (5) to release any guarantor from its guarantee modify or any of its other obligations under amend this Indenture (in such a manner as to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect permit or maintain the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActAct as then in effect; (6) to add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders of Securities or any coupons of any Series in any material respect or permit or facilitate the issuance of Securities of any Series in uncertificated form; (7) in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior Indebtedness under such provisions (but only if each such holder of senior Indebtedness consents to such change); (8) to provide for add Guarantees with respect to the issuance Securities or to secure the Securities; (9) to make any change that does not adversely affect the rights of and establish any Holder in any material respect; (10) to add to, change or eliminate any of the form and terms and conditions provisions of Securities this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series as permitted by this Indenture; orcreated prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon ; or (12) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities and coupons of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Series pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseArticle II.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series Notes without the consent of any HolderHolder of Notes: (1i) to cure any ambiguity, defect or inconsistency; (2ii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3iii) to provide for the assumption of the Issuer’s Company's or a guarantor’s obligations Subsidiary Guarantor's Obligations to the Holders of the Securities in the case of a merger, consolidation merger or sale of all or substantially all of the assets, in accordance with Article Fiveconsolidation; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6iv) to make any change that would provide any additional rights or benefits to the Holders of Securities the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Notes; (7v) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) vi) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions limitations set forth in this Indenture as of Securities of any Series as permitted by this Indenturethe date hereof; or (9vii) to evidence and provide for the acceptance of appointment hereunder by allow any Subsidiary Guarantor to execute a successor Trustee supplemental indenture and/or a Subsidiary Guarantee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeNotes. Upon the request of the Issuer Company, accompanied by a resolution of its the Board of Directors of the Company, authorizing the execution of any such amended supplemental indenture or supplemental indentureamendment, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.6 hereof required or requested by the Trustee, the Trustee will shall join with the Issuer Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture or amendment authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that or amendment which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer Subsidiary Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Collateral Documents or the Securities of one or more Series Notes without the consent of any HolderHolder of Notes: (1i) to cure any ambiguity, defect or inconsistency; (2ii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3iii) to provide for the assumption of the Issuer’s Company's or a guarantor’s obligations Subsidiary Guarantor's Obligations to the Holders of the Securities in the case of a merger, consolidation merger or sale of all or substantially all of the assets, in accordance with Article Fiveconsolidation; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6iv) to make any change that would provide any additional rights or benefits to the Holders of Securities the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Notes; (7v) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) vi) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any release of Collateral that becomes effective as set forth in this Indenture; (vii) to enter into additional or supplemental Collateral Documents. (viii) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions limitations set forth in this Indenture as of Securities of any Series as permitted by this Indenturethe date hereof; or (9ix) to evidence and provide for the acceptance of appointment hereunder by allow any Subsidiary Guarantor to execute a successor Trustee supplemental indenture and/or a Subsidiary Guarantee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeNotes. Upon the request of the Issuer Company, accompanied by a resolution of its the Board of Directors of the Company, authorizing the execution of any such amended supplemental indenture or supplemental indentureamendment, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.6 hereof required or requested by the Trustee, the Trustee will shall join with the Issuer Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture or amendment authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that or amendment which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of The Company and/or one or more Guarantors and the Trustee may modify, waive, amend or supplement this Indenture, the Issuer and Senior Notes, the Trustee may amend or supplement this Indenture Guarantees or the Securities of one Collateral Documents without notice to or more Series without the consent of any HolderNoteholder: (1) to comply with Section 5.1 hereof; (2) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes; (3) to comply with any requirements of the SEC under the TIA; (4) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to , or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderNoteholder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (95) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities Senior Notes; (6) to enter into additional or supplemental Collateral Documents consistent with the terms hereof; (7) to adjust the aggregate principal amount of one Senior Notes permitted to be issued pursuant to this Indenture so that the aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture are as provided in the Plan of Reorganization; (8) to reflect the terms of any agreements with creditors of the Company and its Subsidiaries entered into pursuant to the Plan of Reorganization or more Series and otherwise approved by the Bankruptcy Court in the Cases, or to otherwise comply with the terms of the Plan of Reorganization; (9) to add to or change any the covenants of the provisions Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (10) to make any change that would provide any additional rights or benefits to the Holders of the Senior Notes (including providing for Guarantees of the Senior Notes and any supplemental indenture required pursuant to Section 4.24 hereof) or that does not adversely affect the legal rights under this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Holder; or (11) to add any additional Events of Default. The Trustee of the documents described in Section 7.02(b), the Trustee will is hereby authorized to join with the Issuer Company and the Guarantors, if any, in the execution of any amended modification, waiver, amendment or supplemental indenture supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended modification, waiver, amendment or supplemental indenture that supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents which adversely affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders. Subject to Section 9.02 of this IndentureUnless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, the Issuer Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the notice to or consent of any HolderSecurityholder: (1) to comply with Section 5.1; (2) to provide for certificated Securities in addition to uncertificated Securities; (3) to comply with any requirements of the SEC under the TIA; (4) to cure any ambiguity, defect or inconsistency; (2) , or to provide for uncertificated Securities in addition to make any other change herein or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in that does not materially and adversely affect the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities rights of any SeriesSecurityholder; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of of, and establish the form and terms and conditions of of, Securities of any Series (including additional Securities of such Series), in each case, as permitted by this Indenture; or; (96) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series Series, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (7) to add a guarantor or to release a guarantor or release collateral in each case in accordance with this Indenture, or to add additional assets as collateral. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the The Trustee of the documents described in Section 7.02(b), the Trustee will is hereby authorized to join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Indenture, and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture9.2 hereof, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (1i) to cure any ambiguity, defect or inconsistency; (2ii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3iii) to provide for the assumption of the Issuer’s or a guarantor’s Company's obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all assets pursuant to Article 5 hereof; (iv) to provide for the assumption of any Guarantor's obligations to the Holders of the assetsSecurities in the case of a merger, consolidation or sale of assets pursuant to Section 10.4 hereof; (v) to provide for additional Guarantors of the Securities; (vi) to evidence the release of any Guarantor in accordance with Article Five10 hereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6vii) to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights hereunder of any such Holder; (7viii) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) ix) in any other case where a supplemental indenture is required or permitted to provide for be entered into pursuant to the issuance provisions of and establish Article 10 hereof without the form and terms and conditions of Securities consent of any Series as permitted by this IndentureHolder; or (9x) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSecurities. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.6 hereof, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of The Company and/or one or more Guarantors and the Trustee may modify, waive, amend or supplement this Indenture, the Issuer and Senior Notes, the Trustee may amend or supplement this Indenture Guarantees or the Securities of one Collateral Documents without notice to or more Series without the consent of any HolderNoteholder: (1) to comply with Section 5.1 hereof; (2) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes; (3) to comply with any requirements of the SEC under the TIA; (4) to cure any ambiguity, defect or inconsistency; (2) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for make any other change that does not materially and adversely affect the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities rights of any SeriesNoteholder; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities Senior Notes; or (6) to enter into additional or supplemental Collateral Documents consistent with the terms hereof; (7) to adjust the aggregate principal amount of one or more Series and Senior Notes permitted to be issued pursuant to this Indenture so that the aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture are as provided in the Plan of Reorganization; (8) to otherwise comply with the terms of the Plan of Reorganization; (9) to add to or change any the covenants of the provisions of this Indenture as shall be necessary to provide Company for or facilitate the administration benefit of the trusts hereunder by more than one TrusteeHolders or to surrender any right or power herein conferred upon the Company; or (10) to add any additional Events of Default. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the The Trustee of the documents described in Section 7.02(b), the Trustee will is hereby authorized to join with the Issuer Company and the Guarantors, if any, in the execution of any amended modification, waiver, amendment or supplemental indenture supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended modification, waiver, amendment or supplemental indenture that supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents which adversely affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 9.2 of this Indenture, the Issuer and the Trustee may amend without notice to or supplement this Indenture or the Securities of one or more Series without the consent of any HolderHolders of any Series of Securities, the Corporation and the Trustee, at any time and from time to time, may amend this Indenture or enter into one or more supplemental indentures to this Indenture and any of the Securities for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) with respect to any Series of Securities, to conform the text of this Indenture or the Securities (insofar as applicable to such Series) to any provision of the section of the Prospectus related to such Series titled “Description of the notes” (or the equivalent thereof) to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in such section; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees comply with respect to the Securities of any SeriesArticle 5; (5) to release any guarantor from its guarantee effectuate or any comply with the provisions of its other obligations under this Indenture (to the extent permitted by this Indenture)Section 2.3 or 7.8; (6) to make any change that would provide any for the issuance of additional rights or benefits to Securities of a Series in accordance with the Holders terms of Securities or that does not adversely affect the legal rights hereunder of any Holderthis Indenture; (7) to comply with requirements make any change that by its terms does not materially adversely affect the rights of any Holder of any Security of such Series (as determined in good faith by the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActCorporation); (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to provide for the TIA; or (9) with respect to any Series of Securities, amend or facilitate supplement this Indenture in a manner that by its terms does not affect such Series of Securities, even if the administration amendment or supplement affects other Series of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt Securities issued under this Indenture The Trustee may waive compliance by the Trustee of the documents described in Section 7.02(b), the Trustee will join Corporation with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms provision of this Indenture and or the Securities of any Series without notice to make or consent of any further appropriate agreements and stipulations that may be therein contained, but Securityholder of such Series if the Trustee will waiver does not be obligated to enter into materially adversely affect the rights of any Holder of any Securities of such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSeries in the determination of the Corporation.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Issuer, the Issuer Guarantor (in the case of a Guaranteed Series of Securities) and the Trustee may amend or supplement this Indenture or the Securities of one or more any Series without the consent of any Holder: (1a) to evidence a successor to the Issuer as obligor or to the Guarantor as guarantor under this Indenture; (b) to add to the covenants of the Issuer or the Guarantor for the benefit of the Holders of the Securities of any Series or to surrender any right or power conferred upon the Issuer or the Guarantor in this Indenture or in the Securities of any Series; (c) to add Events of Default for the benefit of the Holders of the Securities of any Series; (d) to amend or supplement any provisions of this Indenture; provided, that no amendment or supplement shall materially adversely affect the interests of the Holders of any Securities of any Series then outstanding; (e) to secure the Securities of any Series; (f) to provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (g) to provide for rights of Holders of Securities of any Series if any consolidation, merger or sale of all or substantially all of property or assets of the Issuer and the Guarantor occurs; (h) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities inconsistency in addition to or in place this Indenture; provided, that this action shall not adversely affect the interests of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities of any Series in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five;any material respect; (4i) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of additional Securities of any Series as permitted by in accordance with the limitations set forth in this Indenture; orIndenture; (9j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to provide for permit or facilitate the administration defeasance and discharge of any of the trusts hereunder by more than one Trustee. Upon Securities of any Series; provided, that the request action shall not adversely affect the interests of the Issuer accompanied by a resolution Holders of its Board of Directors authorizing the execution Securities of any such amended Series in any material respect; or (k) to conform the text of this Indenture, the Guarantee or supplemental indenture, and upon receipt by the Trustee Securities of any Series to any provision of the documents described description thereof set forth in Section 7.02(b)the prospectus to the extent that such provision in the prospectus was intended to be a verbatim recitation of a provision in this Indenture, the Trustee will join with Guarantee or the Issuer in the execution Securities of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSeries.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the The Issuer and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Issuer pursuant to Article V and the assumption by such successor of the Issuer’s covenants, defect or inconsistencyagreements and obligations in this Indenture and in the Securities; (2) to surrender any right or power conferred upon the Issuer by this Indenture, to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Issuer shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securitieswaive such default; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a merger, consolidation or sale of all or substantially all of the assetsthis Indenture, in accordance any supplemental indenture or in any Securities that may be defective or inconsistent with Article Fiveany other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with respect the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series; (5) to release any guarantor from its guarantee modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any of its other obligations supplemental indenture under this the Trust Indenture (to the extent permitted by this Indenture)Act as then in effect; (6) to make add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change that would provide or eliminate any additional rights restrictions on the payment of principal or benefits premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders of Securities or any coupons of any Series in any material respect or permit or facilitate the issuance of Securities of any Series in uncertificated form; (7) in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior Indebtedness under such provisions (but only if each such holder of senior Indebtedness consents to such change); (8) to add Guarantees with respect to the Securities or to secure the Securities; (9) to make any change that does not adversely affect the legal rights hereunder of any Holder; (710) to comply with requirements add to, change, or eliminate any of the SEC in order to effect or maintain the qualification provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the Trust Indenture Actexecution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon ; or (12) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities and coupons of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Series pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseArticle II.

Without Consent of Holders. Subject to (a) Notwithstanding Section 9.02 of this Indenture9.02, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder, the Partnership, the Subsidiary Guarantors and the Trustee may amend this Indenture, the Notes and the Note Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for the assumption of the obligations of the Partnership or any Subsidiary Guarantor under this Indenture by a successor upon any merger, consolidation or asset transfer permitted under this Indenture; (3) to provide for uncertificated Securities Notes of the applicable series in addition to or in place of certificated Securities; (3) to provide for the assumption Notes of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fiveapplicable series; (4) to add guarantees with respect to provide any security for, any Note Guarantees of or any additional obligors on the Securities of Notes or any Seriesrelated Note Guarantees; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order any requirement to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) 6) to provide for add covenants that would benefit the issuance Holders of and establish the form and terms and conditions Notes of Securities of the applicable series or to surrender any Series as permitted by rights the Partnership or any Subsidiary Guarantors have under this Indenture; or; (97) to evidence and provide for the acceptance add Events of appointment hereunder by a successor Trustee Default with respect to the Securities of one or more Series and to add to or change any Notes of the provisions of this Indenture as shall be necessary applicable series; and (8) to provide for or facilitate the administration make any change that does not adversely affect any outstanding Notes of the trusts hereunder by more than one Trustee. applicable series in any material respect. (b) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenturePartnership, and upon receipt by the Trustee of the documents described in Section 7.02(b)12.02, the Trustee will shall join with the Issuer Partnership and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Subsidiary Guarantor under this Indenture upon execution and delivery by such Subsidiary Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit B, and delivery of an Officer’s Certificate.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, defect or inconsistencyinconsistency or to make other formal changes; (2) to comply with Article Four or Five; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities covenants of the Company or to add any Seriesadditional Events of Default for the benefit of all or any Series of Securities; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in (i) bearer form, registrable or not registrable as to principal, and/or (ii) coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (6) to add to or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon ; (7) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities of any such amended or supplemental indenture, and upon receipt by Series pursuant to Section 2.01; (8) to make any change that does not adversely affect the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution rights of any amended Securityholder, provided that none of such changes shall adversely affect the rights of any Securityholder; (9) to modify or supplemental indenture authorized or permitted by amend this Indenture in such a manner as to permit the terms qualification of this Indenture and to make or any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under the TIA as then in effect; (10) to conform any provision in this Indenture and any supplemental indenture to the description of any Securities in an offering document; (11) to add guarantees with respect to the Securities or otherwiseto secure the Securities; or (12) to provide for the issuance of additional debt securities of any Series.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee The Company may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect comply with Section 5.01 or inconsistencySection 10.11; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for secure the assumption obligations of the Issuer’s or a guarantor’s obligations to the Holders Company in respect of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any SeriesSecurities; (5c) to release any guarantor from its guarantee or any evidence and provide for the appointment of its other obligations under this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture; (e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (g) subject to Section 10.02(a)(v) (the amendment of which shall require consent of the Holders), to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7i) to permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or (j) to comply with requirements the requirement of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the Trust TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture Act; (8) to provide for in a manner that does not adversely affect the issuance of and establish the form and terms and conditions of Securities rights of any Series as permitted Holder. Any supplemental indenture authorized by the provisions of this Indenture; or (9) to evidence Section 9.01 may be executed by the Company and provide for the acceptance Trustee without the consent of appointment hereunder by a successor Trustee with respect to the Holders of any of the Securities of one or more Series and to add to or change at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.02.

Without Consent of Holders. (a) Subject to Section 9.02 of this Indenture11.03, the Issuer and the Trustee and the Noteholder Collateral Agent together, may amend or supplement this Indenture Indenture, the Notes, the Note Guarantees or the Securities of one any other Note Documents without notice to or more Series without the consent of any Holder: (1i) to To cure any ambiguity, defect or inconsistency; (2ii) to To provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3iii) to To provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities Noteholder Secured Parties in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article FiveSeven; (4iv) to add guarantees with respect to the Securities of any Series; (5) to To release any guarantor Guarantor from its guarantee or any of its other obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6v) to To add any Subsidiary of the Issuer as a Guarantor; (vi) To make any change that would provide any additional rights or benefits to the Holders of Securities or that does would not materially adversely affect the legal rights hereunder of any Holder; (7vii) In the case of this Indenture, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) viii) To add additional assets as Collateral or otherwise enter into additional or supplemental Security Documents; (ix) To release Collateral from the Lien pursuant to provide for this Indenture, the issuance Security Documents and the Intercreditor Agreement when permitted or required by such agreements; (x) To make, complete or confirm any grant of and establish the form and terms and conditions of Securities of any Series as Collateral permitted or required by this IndentureIndenture or any of the Security Documents or to the extent required under the Intercreditor Agreement, to conform any Security Documents to reflect amendments or other modifications to comparable provisions under ABL Facility security documents; or (9xi) To amend the Intercreditor Agreement pursuant to evidence and provide for Section 10.05 thereof or otherwise enter into an Intercreditor Agreement in respect of an ABL Facility permitted hereby; provided, that the acceptance of appointment hereunder by a successor Trustee with respect Issuer has delivered to the Securities Trustee and Noteholder Collateral Agent an Opinion of one Counsel and an Officers’ Certificate, each stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as Section 11.01. (b) After an amendment, supplement or waiver under this Section 11.01 becomes effective, the Issuer shall be necessary mail to provide for the Holders affected thereby a notice briefly describing the amendment, supplement or facilitate the administration of the trusts hereunder by more than one Trusteewaiver. Upon the request Any failure of the Issuer accompanied by a resolution of its Board of Directors authorizing to mail such notice, or any defect therein, shall not, however, in any way impair or affect the execution validity of any such amended amendment, supplement or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisewaiver.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee The Company may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect comply with Section 5.01 or inconsistencySection 10.11; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for secure the assumption obligations of the Issuer’s or a guarantor’s obligations to the Holders Company in respect of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any SeriesSecurities; (5c) to release any guarantor from its guarantee or any evidence and provide for the appointment of its other obligations under this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture; (e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (g) to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder;; or (7i) to comply with requirements the requirement of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the Trust TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture Act; (8) to provide for in a manner that does not materially adversely affect the issuance of and establish the form and terms and conditions of Securities rights of any Series as permitted Holder. Any supplemental indenture authorized by the provisions of this Indenture; or (9) to evidence Section 9.01 may be executed by the Company and provide for the acceptance Trustee without the consent of appointment hereunder by a successor Trustee with respect to the Holders of any of the Securities of one or more Series and to add to or change at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.02.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more any Series without the notice to or consent of any HolderHolder of Securities of such Series: (1) to cure any ambiguity, defect or inconsistency, provided such amendment or supplement does not adversely affect the rights of any Securityholder; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantorCompany’s obligations to the Holders of the Securities of such Series in the case of connection with a merger, consolidation or sale merger of the Company or the sale, assignment, transfer, lease or other disposition of all or substantially all of the assets, in accordance with property and assets of the Company pursuant to Article Five5; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (93) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (4) to comply with any requirements of the Commission in order to maintain the qualification of this Indenture under the TIA; (5) to make any change that does not adversely affect the rights of any Holder of the Securities of such Series; (6) to conform the terms of the Securities or this Indenture to the description thereof contained in the prospectus pursuant to which such Securities are offered and sold; (7) to provide for certificated Securities in addition to uncertificated Securities; or (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture. Upon the request of the Issuer Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, indenture and upon receipt by the Trustee of the documents described in Section 7.02(b)8.6 hereof, the Trustee will shall join with the Issuer Company in the execution of any amended or such supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into unless such amended or supplemental indenture that affects its the Trustee’s own rights, duties or immunities under this Indenture Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. After an amendment or otherwisesupplement under this Section 8.1 becomes effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder by indentures supplemental hereto: (1a) to cure evidence the succession of another person to the Company as obligor under this Indenture, pursuant to Article V, and the assumption by any ambiguity, defect such successor of the covenants and obligations of the Company in the Indenture and in the Securities or inconsistencyevidence the addition or release of any guarantor in accordance with this Indenture or any supplemental indenture; (2b) to provide add to the covenants of the Company further covenants, restrictions, conditions or provisions for uncertificated Securities the protection of the Holders and to make the occurrence, or the occurrence and continuance, of a default in addition any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture, with such period of grace, if any, and subject to or in place of certificated Securitiessuch conditions as such supplemental indenture may provide; (3c) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the holders of Securities of any Series or any related coupons in any material respect; (d) to surrender any right or power conferred upon the Company; (e) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities of any Series in uncertificated or global form; (f) to provide for the acceptance of appointment by a successor Trustee or facilitate the administration of the trusts hereunder trust under this Indenture by more than one Trustee. Upon ; (g) to cure any ambiguity, defect or inconsistency in this Indenture; (h) to add any additional Events of Default (and if such Events of Default are to be for less than all Series of Securities, stating that such are expressly being included solely for the request benefit of such Series of Securities) for the benefit of the Issuer accompanied by a resolution Holders; (i) to modify, eliminate or add to the provisions of its Board of Directors authorizing this Indenture, if the execution change or elimination (i) becomes effective only when there are no debt securities outstanding of any series created prior to the change or elimination that are entitled to the benefit of the changed or eliminated provision or (ii) shall not apply to the any debt securities outstanding at the time of such amended change or supplemental indentureelimination; (j) to establish the form of Securities of any Series and to provide for the issuance of any other series of notes under this Indenture; (k) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA; (l) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar federal statute hereafter enacted, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or to add to this Indenture such other provisions as may be expressly permitted by the terms of this Indenture and TIA, excluding certain provisions thereof; or (m) to make any further appropriate agreements and stipulations change that may be therein contained, but does not adversely affect the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiserights of any Holder.

Without Consent of Holders. Subject to Section 9.02 Notwithstanding the preceding paragraphs, without the consent of this Indentureany Holder of Debentures, the Issuer Issuer, the Guarantors and the Trustee Debenture Trustees may amend or supplement this Indenture Indenture, the Debentures or the Securities of one or more Series without the consent of any HolderDebenture Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, or to maintain their validity as a result of any change in any applicable legislation, rules or regulations, provided that such amendment or supplement does not materially adversely affect the rights under this Indenture, the Debentures or the Debenture Guarantees of any Holder of Debentures; (2) to provide for uncertificated Securities Debentures in addition to or in place of certificated SecuritiesDebentures; (3) to provide for the assumption of the Issuer’s or a guarantorGuarantor’s obligations to the Holders of the Securities Debentures and Debenture Guarantees in the case of a merger, consolidation or amalgamation or sale of all or substantially all of the Issuer’s or a Guarantor’s assets, in accordance with Article Fiveas applicable; (4) to add guarantees with respect to the Securities release any Guarantor from any of any Seriesits obligations under its Debenture Guarantee or this Indenture; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities Debentures or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder; (6) to conform the text of this Indenture, the Debentures or the Debenture Guarantees to any provision of the Description of the Senior Subordinated Exchangeable Debentures to the extent that such provision in the Description of the Senior Subordinated Exchangeable Debentures was intended to be a verbatim recitation of a provision of this Indenture, the Debentures or the Debenture Guarantees, as determined in good faith by an officer of the Corporation and set forth in an Officer’s Certificate to that effect; (7) to allow any Guarantor to execute a supplemental indenture and/or a Debenture Guarantee with respect to the Debentures; (8) to comply with the rules of any applicable securities depository; (9) to evidence or provide for the acceptance of the appointment of a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of hereof and except as otherwise provided in this IndentureIndenture or the respective Senior Notes, Subsidiary Guarantees or the Collateral Agreements, the Issuer Company and the Trustee Subsidiary Guarantors, when authorized by Board Resolutions of the Company, and the Trustee, together, may amend or supplement this Indenture Indenture, the Senior Notes, the Subsidiary Guarantees or the Securities of one Collateral Agreements without notice to or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; provided that such amendment or supplement does not adversely affect the legal rights of any Holder; (2) to provide for uncertificated Securities in addition to or in place of certificated Securitiescomply with Article Five and Section 11.03; (3) to make any other change that would provide any additional rights and benefits to the Holders of the Senior Notes and that does not adversely affect the legal rights under this Indenture of any such Holder; (4) to provide for the assumption of the Issuer’s or a guarantor’s Company's and the Subsidiary Guarantors' obligations to the Holders of the Securities in the case of a merger, merger or consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Seriesnot prohibited by this Indenture; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture and the Collateral Agreements under the Trust Indenture ActTIA; (8) 6) to provide for additional Subsidiary Guarantors pursuant to Section 4.16 or otherwise; (7) to provide for the issuance appointment of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect Trustee, as provided in Section 7.08 hereof or a successor collateral agent, as provided in the Collateral Agreements. provided that the Company has delivered to the Securities Trustee an Opinion of one Counsel and Officers’ Certificate stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSection 9.01. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)7.02 hereof, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment or supplement under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice, or a defect in such notice, shall not, however, in any way impair or affect the validity of any such amendment or supplement.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee The Company may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect comply with Section 5.01 or inconsistencySection 10.11; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for secure the assumption obligations of the Issuer’s or a guarantor’s obligations to the Holders Company in respect of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any SeriesSecurities; (5c) to release any guarantor from its guarantee or any evidence and provide for the appointment of its other obligations under this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture; (e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (g) to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7i) to permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or (j) to comply with requirements the requirement of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the Trust TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture Act; (8) to provide for in a manner that does not materially adversely affect the issuance of and establish the form and terms and conditions of Securities rights of any Series as permitted Holder. Any supplemental indenture authorized by the provisions of this Indenture; or (9) to evidence Section 9.01 may be executed by the Company and provide for the acceptance Trustee without the consent of appointment hereunder by a successor Trustee with respect to the Holders of any of the Securities of one or more Series and to add to or change at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.02.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Issuers, the Issuer Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to comply with Article 5; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (3iv) to provide for make any change in Article 10 or Article 12 that would limit or terminate the assumption benefits available to any holder of Senior Indebtedness of either of the Issuer’s Issuers or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation Subsidiary Guarantor (or sale of all any Representative thereof) under Article 10 or substantially all of the assets, in accordance with Article Five12; (4v) to add guarantees additional Guarantees with respect to the Securities of any SeriesSecurities; (5vi) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to secure the extent permitted by this Indenture)Securities; (6vii) to add to the covenants of the Company and the Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuers; (viii) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (ix) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder;; or (7x) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of the Exchange Securities or Additional Securities, which shall have terms substantially identical in all material respects to the Initial Securities (except that the transfer restrictions contained in the Initial Securities shall be modified or eliminated, as appropriate), and establish which shall be treated, together with any outstanding Initial Securities, as a single issue of securities. An amendment under this Section 9.01 may not make any change to Article 10 or Article 12 that adversely affects the form and terms and conditions of Securities rights of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance holder of appointment hereunder by a successor Trustee with respect to the Securities Senior Indebtedness of one or more Series and to add to or change any either of the provisions Issuers or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.01 becomes effective, the Trustee will join with Issuers shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the Issuer in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwiseSection 9.01.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect comply with Section 5.01 or inconsistencySection 10.11; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for secure the assumption obligations of the Issuer’s or a guarantor’s obligations to the Holders Company in respect of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any SeriesSecurities; (5c) to release any guarantor from its guarantee or any evidence and provide for the appointment of its other obligations under this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture; (e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (g) to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not materially adversely affect the legal rights hereunder of any Holder; (7i) to permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or (j) to comply with requirements the requirement of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the Trust TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture Act; (8) to provide for in a manner that does not materially adversely affect the issuance of and establish the form and terms and conditions of Securities rights of any Series as permitted Holder. Any supplemental indenture authorized by the provisions of this Indenture; or (9) to evidence Section 9.01 may be executed by the Company and provide for the acceptance Trustee without the consent of appointment hereunder by a successor Trustee with respect to the Holders of any of the Securities of one or more Series and to add to or change at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.02.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the IssuerCompany’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. (a) Subject to Section 9.02 of this Indenture11.03, the Issuer and the Trustee and the Noteholder Collateral Agent together, may amend or supplement this Indenture Indenture, the Notes, the Note Guarantees or the Securities of one any other Note Documents without notice to or more Series without the consent of any Holder: (1i) to To cure any ambiguity, defect or inconsistency; (2ii) to To provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3iii) to To provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities Noteholder Secured Parties in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article FiveSeven; (4iv) to add guarantees with respect to the Securities of any Series; (5) to To release any guarantor Guarantor from its guarantee or any of its other obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6v) to To add any Subsidiary of the Issuer as a Guarantor; (vi) To make any change that would provide any additional rights or benefits to the Holders of Securities or that does would not materially adversely affect the legal rights hereunder of any Holder; (7vii) In the case of this Indenture, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) viii) To add additional assets as Collateral or otherwise enter into additional or supplemental Security Documents; (ix) To release Collateral from the Lien pursuant to provide for the issuance Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by such agreements; (x) To make, complete or confirm any grant of and establish the form and terms and conditions of Securities of any Series as Collateral permitted or required by this IndentureIndenture or any of the Security Documents or to the extent required under the Intercreditor Agreement, to conform any Security Documents to reflect amendments or other modifications to comparable provisions under ABL Facility security documents; or (9xi) To amend the Intercreditor Agreement pursuant to evidence and provide for Section 10.5 thereof or otherwise enter into an Intercreditor Agreement in respect of an ABL Facility permitted hereby; provided, that the acceptance of appointment hereunder by a successor Trustee with respect Issuer has delivered to the Securities Trustee and Noteholder Collateral Agent an Opinion of one Counsel and an Officers’ Certificate, each stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as Section 11.01. (b) After an amendment, supplement or waiver under this Section 11.01 becomes effective, the Issuer shall be necessary mail to provide for the Holders affected thereby a notice briefly describing the amendment, supplement or facilitate the administration of the trusts hereunder by more than one Trusteewaiver. Upon the request Any failure of the Issuer accompanied by a resolution of its Board of Directors authorizing to mail such notice, or any defect therein, shall not, however, in any way impair or affect the execution validity of any such amended amendment, supplement or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisewaiver.

Without Consent of Holders. Subject to (a) Notwithstanding Section 9.02 of this Indenture9.02, the Issuer Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Note Guarantees or the Securities of one or more Series Notes (and any other documents related thereto) without the consent of any HolderHolder of a Note: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the Issuer’s or a guarantorGuarantor’s obligations to the Holders of under the Securities in Notes and/or the case of Note Guarantees by a merger, consolidation successor to the Issuer or sale of all such Guarantor pursuant to Article 5 or substantially all of the assets, in accordance with Article FiveSection 10.04; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits (including the addition of collateral) to the Holders of Securities or that does not adversely affect in any material respect the legal rights hereunder of any such Holder; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust TIA (to the extent this Indenture Actis or becomes so qualified); (8) 6) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum; (7) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions limitations set forth in this Indenture as of Securities of the Issue Date; (8) to allow any Series as permitted by this IndentureGuarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) to evidence and provide for comply with the acceptance rules of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. applicable securities depository. (b) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement to this Indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will shall join with the Issuer and the Guarantors in the execution of any amended amendment or supplemental indenture supplement to this Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 This Indenture (including the terms and conditions of this Indenturethe Notes) and the Notes may be modified or amended by the Issuer, the Issuer Guarantor, the Securities Administrator and the Trustee may amend or supplement this Indenture or the Securities of one or more Series Trustee, without the consent of any Holderthe Holders, to, among other things: (1a) convey, transfer, assign, mortgage or pledge to cure the Trustee as security for the Notes any ambiguity, defect property or inconsistencyassets; (2b) evidence the succession of another Person to the Issuer or the Guarantor, or successive successions, and the assumption by the Successor Company or Successor Guarantor of the covenants, agreements and obligations of the Issuer or the Guarantor pursuant to Section 5.01 or Section 5.02; (c) add to the covenants of the Issuer or the Guarantor such further covenants, restrictions, conditions or provisions as the Issuer or the Guarantor and the Trustee shall consider to be for the protection of the Holders of Notes, to surrender any right or power herein conferred upon the Issuer or the Guarantor, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided that in respect of any such additional covenant, restriction, condition or provision such amendment or supplement may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (d) cure any ambiguity or omission or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; provided that no such action shall adversely affect the interests of the Holders of the Notes; (e) increase the Exchange Rate as provided herein; (f) irrevocably elect or eliminate one or more Settlement Methods to the extent such Settlement Method is available under this Indenture, or, in the case of Combination Settlement, irrevocably elect a Specified Dollar Amount; (g) provide for exchange rights of Holders and the Issuer’s repurchase obligations in connection with a Fundamental Change and/or in the event of any events described under Section 10.05; (h) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3i) to provide for the assumption issuance of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article FiveAdditional Notes and related Guarantees; (4j) to add guarantees with respect to of obligations under the Securities of any SeriesNotes; (5k) provide for a successor Trustee; (l) to release effect any guarantor from its guarantee or any provision of its other obligations under this Indenture; (m) to conform the text of this Indenture (or the Notes to the “Description of the Notes” set forth in the Original Offering Memorandum to the extent permitted such provision in the “Description of the Notes” was intended to be a verbatim, or substantially verbatim, recitation of provisions of this Indenture or the Notes (which intent may be evidenced by this Indenturean Officer’s Certificate to such effect);; or (6n) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing and the execution of any such amended or supplemental indenture, Guarantor and upon receipt by the Trustee and the Securities Administrator of the documents described in Section 7.02(b)9.06, the Trustee will and the Securities Administrator shall join with the Issuer and the Guarantor in the execution of any amended or supplemental indenture authorized entered into to effect any such amendment, supplement or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisewaiver.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture, the Issuer Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one any series or more Series the terms thereof (whether contained in a supplemental indenture, Board Resolution or otherwise) without the consent of any HolderHolder of a Security: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3c) to provide for the assumption of the an Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with pursuant to Article Five5 hereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6d) to make any change that would provide any additional rights or benefits to the Holders of Securities Holders, that surrenders a right or benefit held by the Issuers or any Guarantor or that does not adversely affect the legal rights hereunder of any Holder; (7e) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall not be effective as to Securities of any series outstanding prior to the date of such amendment or supplement; (f) to establish the forms or terms of the Securities of any series issued hereunder; (g) to make provisions with respect to the conversion of Securities of any series that are convertible in accordance with the terms of such Securities; (h) to secure the Securities or the Subsidiary Guarantees; (i) to reflect the addition of any additional Guarantor with respect to the Securities of any series or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; (j) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA or to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; (8) k) to provide for the issuance reorganization of and establish the Company as any other form and terms and conditions of Securities entity in accordance with the second paragraph of any Series as permitted by this IndentureSection 5.01 hereof; or (9l) to evidence and or provide for the acceptance or appointment under this Indenture of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteeseries. Upon the request of the Issuer accompanied by a resolution of its Board of Directors Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.06 hereof, the Trustee will shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or any of the Securities of one or more Series waive any provision hereof or thereof without the consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Sections 4.01 and 4.02 hereof; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities any additional Events of any SeriesDefault; (5) to release any guarantor from its guarantee add to, change or eliminate any of its other obligations under the provisions of this Indenture (to such extent as shall be necessary to permit or facilitate the extent permitted by this Indenture)issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (6) to make any change that would provide any additional rights or benefits to for the Holders acceptance of Securities or that does not adversely affect the legal rights appointment hereunder of any Holdera successor trustee in compliance with the provisions hereof; (7) to secure the Securities pursuant to the requirements of Section 3.09 or otherwise; (8) to comply with requirements of the SEC any requirement in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for comply with any requirements of the acceptance of appointment hereunder by a successor Trustee SEC in connection with respect to qualifying this Indenture under the Securities of one or more Series and TIA; (10) to add to or change any the covenants of the provisions of this Indenture as shall be necessary to provide Company for or facilitate the administration benefit of the trusts Holders or to surrender any right or power herein conferred upon the Company; or (11) to make any change that does not adversely affect the rights hereunder by more than one Trusteeof any Holder in any material respect. Upon the request of the Issuer Company accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)8.06 hereof, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained. After an amendment, but the Trustee will not be obligated to enter into such amended supplement or supplemental indenture that affects its own rights, duties or immunities waiver under this Indenture Section 8.01 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment, supplement or otherwisewaiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series without series any property or assets; (b) to evidence the consent succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Five; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities or coupons appertaining thereto, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any Holder:such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default. (1d) to cure any ambiguity, defect ambiguity or inconsistency; (2) to provide for uncertificated Securities in addition to correct or supplement any provision contained herein or in place any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Board of certificated Securities; (3) to provide for Directors may deem necessary or desirable, provided that no such action shall adversely affect the assumption interests of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fivecoupons appertaining thereto; (4e) to add guarantees make provisions with respect to conversion rights of the Securities Holders of any Seriesthe Securities, if any; (5f) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and or terms and conditions of Securities of any Series series or of the coupons appertaining to such Securities as permitted by this Indenture; orSection 2.01; (9g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and series; (h) to add to or change any of the provisions of this Indenture as shall be necessary to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions (including restrictions relating to payment in the United States) on the payment of principal of any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or facilitate to permit the administration issuance of Securities in uncertificated form, provided that any such actions shall not adversely affect the interest of the trusts hereunder by more than one Trustee. Upon the request Holders of the Issuer accompanied by a resolution Securities of its Board any series or any related coupons in any material respect; or (i) to add to, change or eliminate any of Directors authorizing the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that any such addition, change or elimination shall neither (A) apply to any Security or any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision. The Trustee is hereby authorized to join with the Company in the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee will shall not be obligated to enter into any such amended or supplemental indenture that which affects its the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer any Guarantor and the Trustee Trustee, as applicable, may amend or supplement this Indenture or Indenture, the Securities of one or more Series Notes, and any Subsidiary Guarantee without the consent of any Holder: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3c) to provide for the assumption of the Issuer’s or a guarantor’s Company's obligations to the Holders of the Securities Notes under this Indenture or any Guarantor's obligations under its Subsidiary Guarantee in the case of a merger, consolidation or sale of all assets involving the Company or substantially all of the assetssuch Guarantor, in accordance with as applicable, pursuant to Article Five5 or Article 11 hereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6d) to make any change that would provide any additional rights or benefits to the Holders of Securities the Notes (including providing for Subsidiary Guarantees and any supplemental indenture required pursuant to Section 4.15 hereof) or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder; (7e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;TIA; and (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9f) to evidence and provide for the acceptance of appointment hereunder by release a successor Trustee Guarantor in accordance with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSection 11.4 hereof. Upon the request of the Issuer Company and any Restricted Subsidiary, in its capacity as a Guarantor, accompanied by a resolution of its the Board of Directors of the Company or such Restricted Subsidiary, as applicable, authorizing the execution of any such amended or supplemental indenture, indenture and upon receipt by the Trustee of the documents described in Section 7.02(b)9.6 hereof, the Trustee will shall join with the Issuer Company and any such Restricted Subsidiary in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture Indenture, or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect or inconsistencyinconsistency in this Indenture; provided that such amendment or supplement shall not materially and adversely affect the interests of the Holders; (2b) to provide for uncertificated evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in this Indenture and the Securities pursuant to the obligations set forth in Article 5 or to evidence the addition to or release of any guarantor in place of certificated Securitiesaccordance with this Indenture or any supplemental indenture; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7c) to comply with any requirements of the SEC Commission in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act or to conform any provision in this Indenture to the requirements of the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one any or more Series all series by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon , pursuant to the request requirements of Section 7.09; (e) to establish the form or forms or terms of Securities of any series or of the Issuer accompanied coupons appertaining to such Securities as permitted by Section 2.03; (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose, provided that such action or actions will not adversely affect the interests of the Holders of the Registered Securities in any material respect; (g) to add to the covenants for the benefit of Holders of Securities or to surrender any right or power conferred upon the Company in this Indenture, provided that such action shall not adversely affect the interests of Holders of Securities; (h) to add any Events of Default with respect to all or any series of the Securities; (i) to secure the Securities or provide for a resolution of its Board of Directors authorizing guarantee thereof; (j) to establish the execution form of any such amended or supplemental indenture, Securities and upon receipt by to provide for the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution issuance of any amended or supplemental indenture authorized or permitted by the terms series of Securities under this Indenture and to set forth the terms thereof and to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of such Securities; (k) to change or eliminate any provisions of this Indenture, if the change or elimination becomes effective only when there are no Securities outstanding of any series created prior to the change or elimination that are entitled to the benefit of the changed or eliminated provision; and (l) to make any further appropriate agreements and stipulations change that may be therein contained, but does not adversely affect the Trustee will not be obligated to enter into such amended rights of any Holder. After an amendment or supplemental indenture that affects its own rights, duties or immunities supplement under this Indenture Section 9.01 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment or otherwisesupplement. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the The Issuer and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Issuer pursuant to Article V and the assumption by such successor of the Issuer’s covenants, defect or inconsistencyagreements and obligations in this Indenture and in the Securities; (2) to surrender any right or power conferred upon the Issuer by this Indenture, to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Boards of Directors of the Issuer shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securitieswaive such default; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a merger, consolidation or sale of all or substantially all of the assetsthis Indenture, in accordance any supplemental indenture or in any Securities that may be defective or inconsistent with Article Fiveany other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with respect the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series; (5) to release any guarantor from its guarantee modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any of its other obligations supplemental indenture under this the Trust Indenture (to the extent permitted by this Indenture)Act as then in effect; (6) to make add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change that would provide or eliminate any additional rights restrictions on the payment of principal or benefits premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders of Securities or any coupons of any Series in any material respect or permit or facilitate the issuance of Securities of any Series in uncertificated form; (7) in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior Indebtedness under such provisions (but only if each such holder of senior Indebtedness consents to such change); (8) to add Guarantees with respect to the Securities or to secure the Securities; (9) to make any change that does not adversely affect the legal rights hereunder of any Holder; (710) to comply with requirements add to, change, or eliminate any of the SEC in order to effect or maintain the qualification provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the Trust Indenture Actexecution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon ; or (12) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities and coupons of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Series pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseArticle II.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency in this Indenture; provided that such amendments or supplements shall not materially adversely affect the interests of the Holders; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7c) to comply with Article V; (d) to comply with any requirements of the SEC Commission in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one any or more Series all series by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon , pursuant to the request requirements of Section 7.09; (f) to conform the text of the Issuer accompanied Indenture or the Securities of any series to any provision of a description of such Securities in the prospectus or in any prospectus supplement or other document relating to the offering of such Securities to the extent that such provision was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture or the Securities of such series; (g) to establish the form or forms or terms of Securities of any series as permitted by a resolution Section 2.03; (h) to make any change that does not materially adversely affect the legal rights under the Indenture or any Holder of its Board Securities of Directors authorizing such series; (i) to add guarantors or additional obligors with respect to any series of Securities; (j) to secure any series of Securities; (k) to add to the covenants of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (l) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such amended Security with respect to such provision or supplemental indenture, and upon receipt by the Trustee (B) shall become effective only when there is no outstanding Security of the documents described in Section 7.02(b), the Trustee will join with the Issuer in any series created prior to the execution of any amended or such supplemental indenture authorized or permitted by and entitled to the terms benefit of this Indenture and such provision; and (m) to make any further appropriate agreements and stipulations that may be therein contained, but provide for the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseissuance of additional Securities in accordance with the limitations set forth in the Indenture.

Without Consent of Holders. Subject to (a) Notwithstanding Section 9.02 of this Indenture, without notice to or consent of any Holder, the Issuer Company, the Guarantors and the Trustee may amend amend, waive or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s Company's or a guarantor’s any Guarantor's obligations to the Holders of the Securities in the case of a merger, merger or consolidation or sale of all or substantially all of the assets, in accordance with Article Fiveassets of the Company or of such Guarantor; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust TIA; (5) to make any change that would provide any additional benefit or rights to the Holders or that does not adversely affect the rights of any Holder; (6) to provide for the issuance of Additional Securities in accordance with the limitations set forth in this Indenture Actas of the date hereof; (7) to allow any Subsidiary to guarantee the Securities or otherwise comply with Section 4.16 or Section 11.01; or (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide collateral for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of or one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Guarantees. (b) Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)7.02(a) hereof stating that such amended or supplemental Indenture complies with this Section 9.01, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise. (c) Notwithstanding the above, the Trustee and the Company may not make any change that adversely affects the rights of any Holder hereunder. The Company shall be required to deliver to the Trustee an Opinion of Counsel stating that any such change made pursuant to this Section 9.01 does not adversely affect the rights of any Holder.

Without Consent of Holders. Subject to Section 9.02 Without the consent of this Indentureany Holders, the Issuer Company, the Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture Indenture, the Subsidiary Guarantees or the Securities of one or more Series without the consent of any HolderNotes to: (1) to cure any ambiguity, omission, mistake or defect or inconsistencyto correct or supplement any provision herein that may be inconsistent with any other provision herein; (2) evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and, to the extent applicable, to the Notes; (3) provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article FiveNotes; (4) add a Subsidiary Guarantee and cause any Person to add guarantees become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor herein or to release a Subsidiary Guarantor in compliance with respect to the Securities of any Seriesthis Indenture; (5) to release any guarantor from its guarantee secure the Notes or any of its other obligations under this Indenture (to the extent permitted by this Indenture)Guarantees thereof; (6) add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of the Notes or to surrender any right or power therein conferred upon the Company or to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as set forth therein; provided, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of at least a majority in aggregate principal amount of the Notes to waive such an Event of Default; (7) make any change to any provision of this Indenture that would provide any additional rights or benefits to the Holders of Securities Notes or that does not adversely affect the legal rights hereunder or interests of any Holder; (7) to comply with requirements of the SEC such Holder in order to effect or maintain the qualification of this Indenture under the Trust Indenture Actany material respect; (8) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions of Securities of any Series as permitted by provisions set forth in this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.;

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1i) to cure any ambiguity, defect comply with Section 5.01 or inconsistencySection 10.12; (2ii) to secure or guarantee the obligations of the Company in respect of the Securities; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Physical Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this IndentureSection 2.15(B); (6iv) to comply with any requirement of the SEC in connection with qualification of the Indenture under the TIA; (v) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9vi) to evidence and provide for the acceptance appointment of appointment hereunder by a successor Trustee in accordance with Section 7.08; (vii) to add to the covenants of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (viii) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (ix) to issue Additional Securities in accordance with the Indenture; or (x) in connection with any Merger Event, to provide that the Securities of one or more Series and are convertible into Reference Property, subject to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureSection 10.02, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by make such related changes to the terms of the Securities to the extent expressly required by Section 10.12. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to (i) cure any ambiguity, defect, omission or inconsistency in this Indenture and in a manner that does not, individually or in the aggregate with all other changes, adversely affect the rights of any Holder in any material respect or (ii) to make any further appropriate agreements and stipulations that may be therein contained, but conform the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisethe Securities to the terms of the Securities set forth in the Private Placement Term Sheet.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series without series any property or assets; (b) to evidence the consent succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Five; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities or coupons appertaining thereto, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any Holder:such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default. (1d) to cure any ambiguity, defect ambiguity or inconsistency; (2) to provide for uncertificated Securities in addition to correct or supplement any provision contained herein or in place any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Board of certificated Securities; (3) to provide for Directors may deem necessary or desirable, provided that no such action shall adversely affect the assumption interests of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fivecoupons appertaining thereto; (4e) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and or terms and conditions of Securities of any Series series or of the coupons appertaining to such Securities as permitted by this Indenture; orSection 2.01; (9f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and series; (g) to add to or change any of the provisions of this Indenture as shall be necessary to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions (including restrictions relating to payment in the United States) on the payment of principal of any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or facilitate to permit the administration issuance of Securities in uncertificated form, provided that any such actions shall not adversely affect the interest of the trusts hereunder by more than one Trustee. Upon the request Holders of the Issuer accompanied by a resolution Securities of its Board any series or any related coupons in any material respect; or (h) to add to, change or eliminate any of Directors authorizing the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that any such addition, change or elimination shall neither (A) apply to any Security or any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision. The Trustee is hereby authorized to join with the Company in the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee will shall not be obligated to enter into any such amended or supplemental indenture that which affects its the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 9.1 and 9.2, without the consent of this Indentureany Holder of the Securities, the Issuer Company and the Trustee may amend or supplement this the Indenture or the Securities of one or more Series without the consent of any HolderSecurities: (1) to cure any ambiguity, defect or inconsistency;; or (2) to provide for uncertificated Securities in addition to or in place of certificated Securities;; or (3) to provide for the assumption of the Issuer’s or a guarantorCompany’s obligations to the Holders of the Securities in the case of a merger, merger or consolidation or sale of all or substantially all of the Company’s assets, in accordance with Article Five;; or (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of such Securities, increase the interest rate applicable to any series of Securities or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;; or (75) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the Trust Indenture Act;; or (8) 6) to conform the text of this Indenture or the Securities to any provision of the Company’s Registration Statement (No. 333-[ ]) on Form S-3 set forth under the heading “Description of Debt Securities” thereunder; or (7) to provide for the issuance of Additional Securities in accordance with the limitations set forth in this Indenture as of the date of this Indenture. In computing whether the Holders of the requisite principal amount of Outstanding Securities have taken action under this Indenture or under a supplemental indenture hereto, the Company shall use: (i) for an Original Issue Discount Security, the amount of the principal that would be due and establish payable as of that date, as if the form Maturity of such Security had been accelerated due to a default; and terms for a Security denominated in a Foreign Currency or Currencies, the Dollar equivalent of the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of such Security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, which shall have been included expressly and conditions solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any Series as permitted other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Any consent given by any Holder of a Security under this IndentureSection 9.3 shall be irrevocable for a period of six months after the day of execution thereof, but may be revoked at any time thereafter by such Holder or by his successor in title by filing written notice of such revocation with the Trustee at its Corporate Trust Office; or (9) to evidence and provide for provided, however, that such consent shall not be revocable after the acceptance holders of appointment hereunder by not less than a successor Trustee with respect to majority in aggregate principal amount of the Securities of one or more Series and the series of which such Security is a part at the time Outstanding shall have consented to add to or change such supplemental indenture. No notation on any Security of the provisions fact of this Indenture as such consent shall be necessary to provide for or facilitate necessary, but any such written consent by the administration Holder of any Security shall be conclusive and binding on all future Holders and owners of the trusts hereunder by more than one Trustee. Upon the request same Security and of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureall Securities delivered in exchange therefor, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer unless revoked in the execution of any amended or supplemental indenture authorized or permitted by manner and during the terms of period provided in this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSection 9.3.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer (a) The Company and the Trustee may amend or supplement this Indenture or the Securities of one Securi- ties without notice to or more Series without the consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, defect or inconsistencyin- consistency; provided, that such amendment or supplement does not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the rights of any Securi- tyholder in any material respect; (2) to provide for uncertificated Securities in addition to or in place of certificated Securitiescomply with Article V; (3) to provide for uncertificated Securities in ad- dition to or in place of certificated Securities; pro- vided, however, that the assumption uncertificated Securities are is- sued in registered form for purposes of Section 163(f) of the Issuer’s Code or in a guarantor’s obligations to manner such that the Holders uncertificated Secu- rities are described in Section 163(f)(2)(B) of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article FiveCode; (4) to add guarantees with respect to secure the Securities of any SeriesSecurities; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (add to the extent permitted by this Indenture)covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (6) to make comply with any change that would provide any additional rights or benefits to requirements of the Holders of Securities or that does not adversely affect SEC in connection with qualifying this Indenture under the legal rights hereunder of any HolderTIA; (7) to comply with requirements make any change that does not adversely af- fect the rights of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Actany Securityholder; (8) i) to surrender any right or power conferred upon the Company; (ii) to provide for a replacement Trustee under Section 7.8 hereof; or (iii) to provide for the issuance of and establish the form and Exchange Securities, which will have terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect substantially iden- tical in all material respects to the Initial Securi- ties (except that the transfer restrictions contained in the Initial Securities will be modified or elimi- nated, as appropriate), and which will be treated, together with any outstanding Initial Securities, as a single issue of one securities; provided, that the Company has delivered to the Trustee an Opinion of Counsel stating that any such amendment or more Series and to add to or change any of supple- ment complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Section 9.1. (b) Upon the request of the Issuer Company accompanied by a resolution Board Resolution of its Board of Directors authorizing the execution exe- cution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.6, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will Trus- tee shall not be obligated to enter into such amended or supplemental indenture that in- denture which affects its own rights, duties or immunities under un- der this Indenture or otherwise. (c) After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. However, the failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Without Consent of Holders. Subject to Section 9.02 of this Indenture(a) The Company, the Issuer Subsidiary Guarantors and the Trustee may amend or supplement this the Indenture or the Securities of one or more Series Notes without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Company or a Subsidiary Guarantor pursuant to Article Five and the assumption by such successor of the Company’s or such Subsidiary Guarantor’s covenants, defect or inconsistencyagreements and obligations in the Indenture and the Notes; (2) to provide for uncertificated Securities the issuance of Additional Notes in addition to or in place of certificated Securitiesaccordance with the limitations set forth herein; (3) to surrender any right or power conferred upon the Company or any Subsidiary Guarantor by the Indenture, to add to the covenants of the Company or any Subsidiary Guarantor such further covenants, restrictions, conditions or provisions for the protection of the Holders as the Board of Directors shall consider to be for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under the Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for the assumption a period of the Issuer’s grace after default, which may be shorter or a guarantor’s obligations to the Holders of the Securities longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a merger, consolidation or sale of all or substantially all majority in aggregate principal amount of the assets, in accordance with Article FiveNotes to waive such default; (4) to add guarantees cure any ambiguity, omission, defect or inconsistency or to correct or supplement any provision contained in the Indenture, in any supplemental indenture or in any Notes that may be defective or inconsistent with respect to the Securities of any Seriesother provision contained therein; (5) to release convey, transfer, assign, mortgage or pledge any guarantor from its guarantee property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under the Indenture as shall not materially adversely affect the interests of any of its other obligations under this Indenture (to the extent permitted by this Indenture)Holders; (6) to modify or amend the Indenture in such a manner as to permit the qualification of the Indenture or any supplemental indenture hereto under the Trust Indenture Act as then in effect; (7) to add or to change any of the provisions of the Indenture to provide that Notes in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Notes in registered form or of principal, premium or interest with respect to Notes in bearer form, or to permit Notes in registered form to be exchanged for Notes in bearer form, so as to not adversely affect the interests of the Holders or any coupons of the Notes in any material respect or permit or facilitate the issuance of Notes in uncertificated form; (8) to secure the Notes; (9) to add Guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture; (10) to make any change that would provide any additional rights or benefits to the Holders of Securities or not otherwise specified in this ‎Section 9.01 that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC Holder in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenturematerial respect; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series Notes and to add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder Indenture by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 8.03 of this First Supplemental Indenture, the Issuer Company, the Guarantors and the Trustee Trustees may amend or supplement this First Supplemental Indenture or the Securities of one Notes or more Series the Note Guarantees without the consent of any HolderHolders: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the IssuerCompany’s or a guarantorGuarantor’s obligations to the Holders of the Securities Notes and Note Guarantees in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, in accordance with Article Fiveas applicable; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities the Notes or that does not materially adversely affect the legal rights hereunder of any Holder; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this First Supplemental Indenture under the Trust Indenture Act; (8) 6) to conform the text of this First Supplemental Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Prospectus Supplement dated April 12, 2011, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this First Supplemental Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to provide for the issuance of and establish additional notes in accordance with the form and terms and conditions limitations set forth in the Indenture as of Securities the date of any Series as permitted by this First Supplemental Indenture; or (9) 8) to evidence and provide for the acceptance of appointment hereunder by allow any Guarantor to execute a successor Trustee supplemental indenture and/or a Note Guarantee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeNotes. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)Sections 1.02 and 9.03 of the Base Indenture, the Trustee will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this First Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee Trustees will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this First Supplemental Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture(a) Notwithstanding ‎Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder:, the Company, the Trustee, the Paying Agent and the Security and Intercreditor Agent may amend or supplement this Indenture, the Notes or the Security Documents (subject, in the case of the Security Documents, to the rights of the other parties therein): (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securitiescomply with Section 5.01; (3) to provide add to the covenants of the Company or the Guarantors for the assumption benefit of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article FiveNotes; (4) to add guarantees comply with respect any requirement to effect or maintain the Securities qualification of any Seriesthis Indenture under the Trust Indenture Act; (5) to release surrender any guarantor from its guarantee right conferred upon the Company or any of its other obligations under this Indenture (to the extent permitted by this Indenture)Guarantors; (6) to make any change that would evidence and provide any additional rights for the acceptance of an appointment by a successor Trustee, Paying Agent, Transfer Agent, Registrar or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderSecurity and Intercreditor Agent; (7) to provide for the issuance of Additional Notes and Parity Debt Obligations (including any amendment or supplement to any of the Security Documents in connection therewith); (8) to provide for any Note Guarantee, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture and the Security Documents; (9) to make any other change that does not materially and adversely affect the rights of any Holder of the Notes; (10) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplement or other modification from time to time of any agreement that is not prohibited by this Indenture or the Security Documents; (11) in the case of an amendment or supplement of the Security Documents, to provide for any amendment or supplement permitted by the Security Documents and not prohibited by this Indenture; (12) to make any amendments to the provisions of this Indenture relating to the transfer and legending of Notes as permitted herein, including to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (13) at the Company’s election, to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; , if applicable (8) to provide for it being agreed that this Indenture need not be qualified under the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this IndentureTrust Indenture Act); or (914) to evidence make Benchmark Replacement Conforming Changes in connection with the implementation and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. a Benchmark Replacement (each as defined in Appendix A hereto). (b) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02(b)Sections 9.06 and 14.03, the Trustee will shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series Notes without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3c) to provide for the assumption of the Issuer’s or a guarantor’s Company's obligations to the Holders of the Securities Notes in the case of a merger, merger or consolidation or sale of all or substantially all of the assets, in accordance with Company's assets pursuant to Article Five5 hereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6d) to make any change that would provide any additional rights or benefits to the Holders of Securities the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (7e) to provide for the issuance of Additional Notes pursuant to Section 2.01 hereof; (f) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) g) to provide for add any Restricted Subsidiary as an additional Guarantor as provided in Section 11.05 hereof or to evidence the issuance succession of another Person to any Guarantor pursuant to Section 11.03 hereof and establish the form assumption by any such successor of the covenants and terms agreements of such Guarantor contained herein and conditions in the Subsidiary Guarantee of Securities of any Series as permitted by this Indenturesuch Guarantor; or (9h) to evidence and provide for the acceptance of appointment hereunder by release a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of Guarantor from its obligations under this Indenture as shall be necessary and its Subsidiary Guarantee pursuant to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSection 11.05. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)7.02 hereof, the Trustee will shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 Without the consent of this Indentureany Holders, the Issuer Issuer, the Company and the Trustee may amend or supplement this Indenture or enter into an indenture to indentures supplemental hereto for any of the Securities of one or more Series without the consent of any Holderfollowing purposes: (1a) to cure any ambiguity, defect or inconsistencyevidence a successor to the Issuer under this Indenture; (2b) to provide add to the covenants of the Issuer for uncertificated Securities the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Company in addition this Indenture; (c) to or in place add any additional Events of certificated Default for the benefit of the Holders of all the Securities; (3d) to provide for amend or supplement any provisions of this Indenture; provided that no amendment or supplement shall adversely affect the assumption interests of the Issuer’s Holders of any Securities then outstanding in any material respect; (e) to permit or a guarantor’s obligations to facilitate the Holders issuance of the Securities in the case of a mergeruncertificated form, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change provided that would provide any additional rights or benefits to the Holders of Securities or that does such action shall not adversely affect the legal rights hereunder interests of the Holders in any Holdermaterial respect. (f) to secure the Securities; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be is necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee. Upon ; (h) to provide for rights of Holders if any reclassification or change of Common Stock or any consolidation, merger or sale of all or substantially all of the request property or assets of the Issuer accompanied by a resolution or the Company occurs; (i) to cure any ambiguity, defect or inconsistency in, or supplement, this Indenture provided that such action shall not adversely affect the interests of its Board of Directors authorizing Holders in any material respect; (j) to modify the execution of any such amended Indenture and the Securities to increase the Exchange Rate or supplemental indenturereduce the Exchange Price; provided that the increase or reduction, and upon receipt by as the Trustee of the documents described case may be, is in Section 7.02(b), the Trustee will join accordance with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee Securities or will not be obligated adversely affect the interests of the Holders; or (k) to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under conform the text of this Indenture or otherwisethe Securities to any provision of the “Description of Notes” section of the Offering Circular dated April 10, 2007 pursuant to which the Securities were offered and sold to the extent that such provision in the “Description of Notes” section reflects a verbatim recitation of a provision of this Indenture or the Securities.

Without Consent of Holders. Subject to Section 9.02 of The Issuers, the Guarantors and the Trustee may amend, waive, supplement or otherwise modify this Indenture, the Issuer and Notes, the Trustee may amend Note Guarantees or supplement any other agreement or instrument entered into in connection with this Indenture without notice to or the Securities of one or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the an Issuer’s or a guarantorGuarantor’s obligations to the Holders of the Securities and Guarantees in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the such entity’s assets, in accordance with Article Fiveas applicable; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not materially adversely affect the legal rights hereunder under this Indenture of any such Holder; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) 6) to allow any Guarantor to execute a supplemental indenture and a Guarantee with respect to the Notes; (7) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions of Securities of any Series as permitted by this Indenture; or; (9) 8) to evidence and provide for the acceptance of appointment hereunder under this Indenture by a successor Trustee Trustee; or (9) to comply with respect to the Securities rules of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteeapplicable securities depositary. Upon the request of the Issuer Issuers accompanied by a resolution of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the any documents described in requested under Section 7.02(b), the Trustee will shall join with the Issuer Issuers and any Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6c) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderSecurityholder; (7d) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) e) to conform the text of the indentures to any provision of the Description of Debt Securities to the extent that such provision in the Description of Debt Securities was intended to be a verbatim recitation of a provision of the indentures; (f) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or; (9g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by ; (h) to comply with Article V; (i) to allow any guarantor to execute a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by with respect to debt securities and to release guarantors in accordance with the terms of this Indenture the indenture; or (j) to add additional obligors under the indenture and the securities. The consent of holders is not necessary under the indentures to make approve the particular form of any further appropriate agreements and stipulations that may be therein contained, but proposed amendment. It is sufficient if such consent approves the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisesubstance of the proposed amendment.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may from time to time and at any time amend or supplement this Indenture or the Securities of one or more Series Indenture, without the consent of the Holders, for one or more of the following purposes: (a) To evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article X hereof; (b) To add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any Holderseries of Debentures as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) To provide for the issuance under this Indenture of Debentures in coupon form (including Debentures registrable as to principal only) and to provide for exchangeability of such Debentures with the Debentures issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) To: (1) to cure Cure any ambiguity, defect or inconsistency;; or (2) to provide for uncertificated Securities in addition to To correct or supplement any provision contained herein or in place of certificated Securities;any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or (3) To make such other provisions in regard to provide for matters or questions arising under this Indenture, provided that any such action shall not materially adversely affect the assumption interests of the Issuer’s or a guarantor’s obligations to the Holders holders of the Securities in the case Debentures of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fiveseries affected thereby; (4e) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to To evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities Debentures of one or more Series any series; and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or to facilitate the administration of the trusts hereunder by more than one Trustee. Upon trustee; (f) To make provision for transfer procedures, certification, book-entry provisions, the request form of restricted Debentures legends, if any, to be placed on Debentures, and all other matters required pursuant to Section 2.06 or otherwise necessary, desirable or appropriate in connection with the issuance of Debentures of a series to holders of Preferred Securities of a Trust in the event of a distribution of Debentures by such Trust following a Dissolution Event, provided that any such action shall not materially adversely affect the interests of the Issuer accompanied holders of such Debentures; (g) To make provision with respect to conversion procedures; (h) To qualify or maintain qualification of this Indenture under the Trust Indenture Act; (i) To make any change that does not adversely affect the rights of any Holder of an outstanding Debenture in any material respect; (j) Surrender any right or power herein conferred upon the Company; or (k) To add any Events of Default with respect to all or any series of Debenture (as shall be specified in such supplemental indenture); (l) To establish the form or terms of Debentures of any series as permitted by a resolution of its Board of Directors authorizing the execution Section 2.01 or, in lieu of any such amended or supplemental indenture, and upon receipt by the Company may provide the Trustee with an Officers' Certificate with respect to the form or terms of such Debentures; or (m) To supplement any of the documents described provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debentures provided that any such action shall not adversely affect the interests of any Holder of a Debenture of such series or any other Debenture in Section 7.02(b), the any material respect. The Trustee will is hereby authorized to join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to effect such amendment, to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee will shall not be obligated to to, but may in its discretion, enter into any such amended or supplemental indenture that which affects its the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any amendment to this Indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee The Company may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect comply with Article 5 or inconsistencySection 10.11; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for secure the assumption obligations of the Issuer’s or a guarantor’s obligations to the Holders Company in respect of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any SeriesSecurities; (5c) to release any guarantor from its guarantee or any evidence and provide for the appointment of its other obligations under this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture; (e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (g) to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7i) to permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or (j) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the Trust TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture Act; (8) to provide for in a manner that does not materially adversely affect the issuance of and establish the form and terms and conditions of Securities rights of any Series Holder, as permitted evidenced by an Officers’ Certificate. Any supplemental indenture authorized by the provisions of this Indenture; or (9) to evidence Section 9.01 may be executed by the Company and provide for the acceptance Trustee without the consent of appointment hereunder by a successor Trustee with respect to the Holders of any of the Securities of one or more Series and to add to or change at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.02.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without Without the consent of any HolderHolders, the Issuers, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of the following purposes: (1) to cure evidence the succession of another Person to the Issuers and the assumption by any ambiguity, defect or inconsistency;such successor of the covenants of the Issuers in this Indenture and in the Notes; or (2) to add to the covenants of the Issuers for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuers; or (3) to add additional Events of Default; or (4) to provide for uncertificated Securities Notes in addition to or in place of the certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series;Notes; or (5) to release any guarantor from its guarantee or any evidence and provide for the acceptance of its other obligations appointment under this Indenture (to the extent permitted by this Indenture);a successor Trustee; or (6) to make any change that would provide any additional rights or benefits to secure the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder;Notes; or (7) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect; or (8) to issue Add-On Notes or Exchange Notes; or (9) to comply with any requirements of the SEC Commission in order to effect or and maintain the qualification of this Indenture under the Trust Indenture Act; (8) . The Trustee is hereby authorized to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer Issuers in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders. Subject to Section 9.02 of this IndentureCasella, the Issuer Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture Indenture, the Notes or the Securities of one Security Documents without notice to or more Series without the consent of any HolderNoteholder: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the Issuer’s or a guarantor’s ▇▇▇▇▇▇▇’▇ obligations to the Holders of the Securities Notes in the case of a merger, merger or consolidation or sale of all or substantially all of the ▇▇▇▇▇▇▇’▇ assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder;; or (75) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (96) to evidence and provide for the acceptance of appointment hereunder under this Indenture by a successor or replacement Trustee with respect or under the Security Documents of a successor or replacement Second Lien Agent; or (7) to add a Subsidiary Guarantee or security to or for the benefit of the Second Lien Obligations and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee of or Lien securing the Second Lien Obligations when such release, termination or discharge is permitted by this Indenture and the Security Documents; provided that Casella has delivered to the Securities Trustee an Opinion of one Counsel and an Officer’s Certificate, each stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as Section 9.01. Until the Discharge of First Lien Obligations has occurred, the holders of the First-Priority Liens may change, waive, modify or vary the security documents of such holders and, pursuant to the Intercreditor Agreement, such changes will automatically apply to the Security Documents; provided that any such change, waiver, modification or variance that is prejudicial to the rights of the Second Lien Agent, the Trustee and the Holders of the Notes and does not affect the holders of the First-Priority Liens in a like or similar manner shall not apply to the Security Documents without the consent of the Second Lien Agent and the Trustee (acting at the direction of the Holders of a majority of the aggregate principal amount of the Notes) it being agreed that any release pursuant to Section 5.1 of the Intercreditor Agreement shall be necessary deemed not to be prejudicial to the rights of the Second Lien Agent, the Trustee and the Holders of the Notes. Notice of such amendment, waiver or consent shall be given to the Trustee by Casella, but any failure to provide for such notice will not affect the validity or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution effectiveness of any such amended amendment, waiver or supplemental indentureconsent. Subject to Section 9.07, the Second Lien Agent and upon receipt by the Trustee shall enter into any amendment or supplement to this Indenture, the Notes or the Security Documents necessary to give effect to any of the documents amendments and other changes described in Section 7.02(b)this paragraph, provided that Casella has delivered to the Trustee will join and the Second Lien Agent an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by this paragraph and the terms of any Security Document being amended. No amendment of, or supplement or waiver to, this Indenture Indenture, the Notes or the Security Documents (other than the Intercreditor Agreement) shall be permitted to be effected which is in violation of or inconsistent with the terms of the Intercreditor Agreement. No amendment of, or supplement to, the Intercreditor Agreement shall be permitted to be effected without the consent of the First Lien Agent and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSecond Lien Agent.

Without Consent of Holders. Subject In addition to those matters described in Section 9.02 9.01 of this Indenturethe Indenture which permit the Company and the Trustee to amend or supplement the Indenture or the Notes without the consent of the Holders, the Issuer Company and the Trustee may amend or supplement the Indenture, this Supplemental Indenture or the Securities of one or more Series Notes without the consent of any Holderthe Holders: (1) to cure any ambiguity, defect or inconsistency;inconsistency that does not adversely affect the rights of any Holder, (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder, (3) to add to the covenants of the Company further covenants, restrictions or conditions that the Board of Directors shall consider to be for the benefit of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Supplemental Indenture; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (94) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one Notes; (5) to modify, eliminate or more Series and to add to or change any of the provisions of this Supplemental Indenture to such extent as shall be necessary for this Supplemental Indenture to provide for comply with the TIA, or facilitate under any similar federal statute hereafter enacted; or (6) to conform the administration text of the trusts hereunder by more than one Trustee. Upon Indenture, the request Notes or any Guarantee of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of Notes to any such amended or supplemental indenture, and upon receipt by the Trustee corresponding provisions of the documents described “Description of Debt Securities” or “Description of Notes” or similar provisions in Section 7.02(b), the Trustee will join any prospectus or prospectus supplement filed with the Issuer SEC in respect of the execution of any amended or supplemental indenture authorized or permitted by Notes, including the terms of this Indenture Prospectus dated February 2, 2023 and to make any further appropriate agreements and stipulations that may be therein containedthe Prospectus Supplement dated May 12, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise2025.

Without Consent of Holders. Subject to Section 9.02 Without the consent of this Indentureany Holder of Securities of a Series, the Issuer and the Trustee may amend or supplement this Indenture or the Series of Securities of one or more Series without in the consent of any Holderfollowing circumstances: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for the assumption of the Issuer’s obligations under this Indenture by a successor upon any merger, consolidation or transfer of substantially all of the assets of the Issuer; (3) to provide for uncertificated Securities in addition to or in place of certificated Certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add provide any security for or guarantees with respect to of its Securities or for the Securities addition of any Seriesan additional obligor on its Securities; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order any requirement to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939, as amended, if applicable; (6) to add covenants that would benefit the Holders of its Securities or to surrender any rights the Issuer has under this Indenture; (7) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall not become effective with respect to any outstanding Securities of any Series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (8) to provide for the issuance of and establish the form forms and terms and conditions of a new Series of Securities; (9) to permit or facilitate the defeasance and discharge of the Securities; (10) to issue additional Securities of any Series, provided that such additional Securities have the same terms as, and be deemed part of the same Series as permitted by as, the applicable Series of Securities to the extent required under this Indenture; or; (911) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder trust by more than one Trustee. Upon the request trustee; (12) to add additional Events of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join Default with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and respect to Securities; and (13) to make any further appropriate agreements and stipulations change that may be therein contained, but the Trustee will does not be obligated to enter into such amended or supplemental indenture that affects adversely affect any of its own rights, duties or immunities under this Indenture or otherwiseoutstanding Securities in any material respect.

Without Consent of Holders. Subject to Section 9.02 Notwithstanding Sections 9.1 and 9.2, without the consent of this Indentureany Holder of the Securities, the Issuer Company and the Trustee may amend or supplement this the Indenture or the Securities of one or more Series without the consent of any HolderSecurities: (1) to cure any ambiguity, defect or inconsistency;; or (2) to provide for uncertificated Securities in addition to or in place of certificated Securities;; or (3) to provide for the assumption of the Issuer’s or a guarantorCompany’s obligations to the Holders of the Securities in the case of a merger, merger or consolidation or sale of all or substantially all of the Company’s assets, in accordance with Article Five;; or (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of such Securities, increase the interest rate applicable to any series of Securities or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;; or (75) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the Trust Indenture Act; or (6) to conform the text of this Indenture, any supplemental indenture, if applicable, or the Securities to any provision of the Company’s Registration Statement (No. 333-180015) on Form S-3 set forth under the heading “Description of Debt Securities” thereunder or “Description of Notes” in a prospectus supplement applicable to any series of Securities; (8) 7) to provide for the issuance of and Additional Securities in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (8) to establish the form and or terms and conditions of Securities of any Series series and any related Coupons as permitted by this Indenture; orSections 2.1 and 3.1, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (9) to evidence and provide for the acceptance add any additional Events of appointment hereunder by a successor Trustee Default with respect to the all or any series of Securities of one or more Series and (as shall be specified in such supplemental indenture); (10) to add to or change supplement any of the provisions of this Indenture to such extent as shall be necessary to provide for permit or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution defeasance and discharge of any series of Securities pursuant to Article 4, provided that any such amended action shall not adversely affect the interests of any Holder of an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; (11) to secure payment on the Securities; or (12) to amend or supplement any provision contained herein or in any supplemental indenture, and upon receipt by provided that no such amendment or supplement shall materially adversely affect the Trustee interests of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution Holders of any amended or supplemental indenture authorized or permitted by Securities then Outstanding. In computing whether the terms Holders of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities requisite principal amount of Outstanding Securities have taken action under this Indenture or otherwiseunder a supplemental indenture hereto, the Company shall use: (i) for an Original Issue Discount Security, the amount of the principal that would be due and payable as of that date, as if the Maturity of such Security had been accelerated due to a default; and for a Security denominated in a Foreign Currency or Currencies, the Dollar equivalent of the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of such Security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture, which shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Any consent given by any Holder of a Security under this Section 9.3 shall be irrevocable for a period of six months after the day of execution thereof, but may be revoked at any time thereafter by such Holder or by his successor in title by filing written notice of such revocation with the Trustee at its Corporate Trust Office; provided, however, that such consent shall not be revocable after the holders of not less than a majority in aggregate principal amount of the Securities of the series of which such Security is a part at the time Outstanding shall have consented to such supplemental indenture. No notation on any Security of the fact of such consent shall be necessary, but any such written consent by the Holder of any Security shall be conclusive and binding on all future Holders and owners of the same Security and of all Securities delivered in exchange therefor, unless revoked in the manner and during the period provided in this Section 9.3.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company and the Guarantor, the Issuer when authorized by applicable Board Resolutions, and the Trustee may amend or supplement this Indenture or the Securities of one Notes, without notice to or more Series without the consent of any HolderHolder for the following purposes: (1i) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Securities in addition to ; provided that such amendment or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that supplement does not materially and adversely affect the legal rights hereunder of any Holder; (7ii) to evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Notes; (iii) to add additional guarantees or any collateral with respect to the Notes; (iv) to add to the covenants of the Company or the Guarantor for the benefit of the Holders; (v) to surrender any right herein conferred upon the Company or the Guarantor; (vi) to evidence and provide for the acceptance of an appointment by a successor Trustee; (vii) to comply with any requirements of the SEC in order to effect or maintain the connection with any qualification of this Indenture under the Trust Indenture Act; (8) viii) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this IndentureAdditional Notes; or (9ix) to evidence make any other change that does not materially and provide for adversely affect the acceptance rights of appointment hereunder by a successor Trustee with respect any Holder; provided that, in the case of clause (i) or (ii) above, the Company has delivered to the Securities Trustee an Opinion of one Counsel and an Officers’ Certificate, each stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSection 9.1. Upon the written request of the Issuer Company and the Guarantor, accompanied by a resolution of its applicable Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee Trustee, in addition to the documents required by Section 12.3, of the documents described in Section 7.02(b)9.5, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the The Issuer and the Trustee Trustee, as applicable, may amend amend, waive, supplement or supplement otherwise modify this Indenture and the Notes or the Securities of one any other agreement or more Series instrument entered into in connection with this Indenture without the notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation amalgamation or sale of all or substantially all of the assets, in accordance with Article Fiveconsolidation; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not materially adversely affect the legal rights hereunder under this Indenture of any Holdersuch Holder as set forth in an Officer’s Certificate delivered to the Trustee; (75) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) 6) [Reserved]; (7) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions of Securities of any Series as permitted by this Indenture; or; (9) 8) to evidence and provide for the acceptance of appointment hereunder under this Indenture by a successor Trustee Trustee; (9) to comply with respect the rules of any applicable securities depository; (10) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the Prospectus to the Securities extent that such provision in the “Description of one Notes” was intended by the Issuer (as demonstrated by an Officer’s Certificate) to be a substantially verbatim recitation of a provision of this Indenture or more Series and the Notes; (11) to add to or change any the covenants of the provisions Issuer for the benefit of this Indenture as shall be necessary the Holders or surrender any rights or powers conferred upon the Issuer; and (12) subject to any requirements of the Depository, to provide for or facilitate a reduction in the administration minimum denomination of the trusts hereunder by more than one TrusteeNotes. Upon the request of the Issuer accompanied by a resolution Board Resolution of its Board Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the any documents described in requested under Section 7.02(b)) or required by Section 9.06 and Section 13.04, the Trustee will shall join with the Issuer in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee The Company may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect comply with Article 5 or inconsistencySection 10.11; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for secure the assumption obligations of the Issuer’s or a guarantor’s obligations to the Holders Company in respect of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any SeriesSecurities; (5c) to release any guarantor from its guarantee or any evidence and provide for the appointment of its other obligations under this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture; (e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (g) to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7i) to permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or (j) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the Trust TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture Act; (8) to provide for in a manner that does not materially adversely affect the issuance of and establish the form and terms and conditions of Securities rights of any Series as permitted Holder. Any supplemental indenture authorized by the provisions of this Indenture; or (9) to evidence Section 9.01 may be executed by the Company and provide for the acceptance Trustee without the consent of appointment hereunder by a successor Trustee with respect to the Holders of any of the Securities of one or more Series and to add to or change at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.02.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to, or more Series without the consent of of, any Holder: (1a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in a manner that does not materially adversely affect Holders; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3b) to provide for the assumption by a successor corporation of the Issuer’s or a guarantorCompany’s obligations to the Holders of under this Indenture and the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with pursuant to Article Five6; (4c) to add guarantees with respect to the Securities of any SeriesSecurities, including Subsidiary Guarantees; (5d) to release any guarantor from its guarantee or any of its other secure the Company’s obligations under this Indenture (with respect to the extent permitted by this Indenture)Securities; (6e) to add to the covenants of the Company or Events of Default for the benefit of the Holders or to surrender any right or power conferred upon the Company; (f) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of conform the provisions of this Indenture as shall or the Securities to the “Description of the Notes” section in the Offering Memorandum, such conforming changes to be necessary evidenced by an Officers’ Certificate; (h) in connection with any Specified Transaction, to provide for or facilitate that the administration Securities are convertible into Reference Property, subject to the provisions of Section 4.02, and make such related changes to the terms of the trusts hereunder Securities to the extent expressly required by more than one Section 4.06; (i) to irrevocably elect any Settlement Method (including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Securities of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Securities at or above any specific amount set forth in such election notice) or Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method, or change the Settlement Method deemed elected by the Company if the Company does not timely elect a Settlement Method applicable to a conversion; provided, however, that no such election or elimination shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Security pursuant to the provisions of Article 4; or (j) provide for the appointment of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)10.05 and Section 13.02, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the The Issuer and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Issuer pursuant to Article V and the assumption by such successor of the Issuer’s covenants, defect or inconsistencyagreements and obligations in this Indenture and in the Securities; (2) to surrender any right or power conferred upon the Issuer by this Indenture, to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Issuer shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securitieswaive such default; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a merger, consolidation or sale of all or substantially all of the assetsthis Indenture, in accordance any supplemental indenture or in any Securities that may be defective or inconsistent with Article Fiveany other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with respect the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series; (5) to release any guarantor from its guarantee modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any of its other obligations supplemental indenture under this the Trust Indenture (to the extent permitted by this Indenture)Act as then in effect; (6) to make add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change that would provide or eliminate any additional rights restrictions on the payment of principal or benefits premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders of Securities or any coupons of any Series in any material respect or permit or facilitate the issuance of Securities of any Series in uncertificated form; (7) in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior Indebtedness under such provisions (but only if each such holder of senior Indebtedness consents to such change); (8) to add Guarantees with respect to the Securities or to secure the Securities; (9) to make any change that does not adversely affect the legal rights hereunder of any HolderHolder in any material respect; (710) to comply with requirements add to, change, or eliminate any of the SEC in order to effect or maintain the qualification provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the Trust Indenture Actexecution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon ; or (12) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities and coupons of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Series pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseArticle II.

Without Consent of Holders. Subject The Company and/or one or more Guarantors and the Trustee may, at any time and from time to Section 9.02 of time, modify, waive, amend or supplement this Indenture, the Issuer and Notes, the Trustee may amend or supplement this Indenture Guarantees or the Securities of one Security Documents, without notice to or more Series without the consent of any HolderNoteholder: (1) to comply with Section 5.1 hereof; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with any requirements of the SEC under the TIA; (4) to cure any ambiguity, defect or inconsistency; (2) , to provide for uncertificated Securities in addition to correct or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s supplement any provision herein which may be defective or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderNoteholder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (95) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities Notes; (6) to enter into additional or supplemental Security Documents consistent with the terms hereof; (7) to adjust the aggregate principal amount of one Notes permitted to be issued pursuant to this Indenture so that the aggregate principal amount of Notes permitted to be issued pursuant to this Indenture are as provided in the Reorganization Plan; (8) to reflect the terms of any agreements with creditors of the Company and its Subsidiaries entered into pursuant to the Reorganization Plan or more Series and otherwise approved by the Bankruptcy Court, or to otherwise comply with the terms of the Reorganization Plan; (9) to add to or change any the covenants of the provisions Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (10) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for Guarantees of the Notes and any supplemental indenture required pursuant to Section 4.26 hereof) or that does not adversely affect the legal rights under this Indenture of any such Holder (including such changes as shall be necessary to provide for permit or facilitate the administration Legal Defeasance, Covenant Defeasance and/or discharge of the trusts hereunder by more than one TrusteeIndenture pursuant to Section 9.1); or (11) to add any additional Events of Default. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the The Trustee of the documents described in Section 7.02(b), the Trustee will is hereby authorized to join with the Issuer Company and the Guarantors, if any, in the execution of any amended modification, waiver, amendment or supplemental indenture supplement to this Indenture, the Notes, the Guarantees or the Security Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended modification, waiver, amendment or supplemental indenture that supplement to this Indenture, the Notes, the Guarantees or the Security Documents which adversely affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders. Subject From time to Section 9.02 time, the Issuers, the Guarantors and the Trustee without the consent of the Holders, may amend, modify, waive or supplement provisions of this Indenture, the Issuer Notes, the Guarantees and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderCollateral Agreements: (1) to cure any ambiguity, defect or inconsistencyinconsistency contained therein; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the Issuer’s Issuers' or a guarantor’s Guarantor's obligations to the Holders of the Securities in the case of a merger, merger or consolidation involving the Issuers or such Guarantor or sale of all or substantially all of the assets, in accordance with Article Fiveassets of the Issuers or such Guarantor or the release of a Guarantor to the extent permitted under this Indenture; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holdersuch Holder under this Indenture, the Notes, the Guarantees or the Collateral Agreements; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust TIA; (6) to allow any Subsidiary or any other Person to guarantee the Notes; (7) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture Act;or Collateral Agreements; or (8) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions hereof, to the extent Indebtedness in an aggregate principal amount equal to the aggregate principal amount of Securities of any Series as permitted by such Additional Notes to be issued could otherwise be incurred pursuant to this Indenture; or (9) , without giving effect to evidence and provide for such amendment, modification, waiver or supplement. After an amendment, supplement or waiver under this Section 9.01 becomes effective, the acceptance of appointment hereunder by a successor Trustee with respect Issuers shall mail to the Securities of one Holders affected thereby a notice briefly describing the amendment, supplement or more Series and to add to or change any waiver. Any failure of the provisions of this Indenture as Issuers to mail such notice, or any defect therein, shall be necessary to provide for not, however, in any way impair or facilitate affect the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution validity of any such amended amendment, supplement or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisewaiver.

Without Consent of Holders. Subject to Section 9.02 of The Issuers and/or one or more Guarantors and the Trustee may modify, waive, amend or supplement this Indenture, the Issuer and Senior Notes, the Trustee may amend or supplement this Indenture Guarantees or the Securities of one Collateral Documents without notice to or more Series without the consent of any HolderNoteholder: (1) to comply with Section 5.1 hereof; (2) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes; (3) to comply with any requirements of the SEC under the TIA; (4) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to , or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderNoteholder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (95) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities Senior Notes; (6) to enter into additional or supplemental Collateral Documents consistent with the terms hereof; (7) to adjust the aggregate principal amount of one Senior Notes permitted to be issued pursuant to this Indenture so that the aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture are as provided in the Plan of Reorganization; (8) to reflect the terms of any agreements with creditors of the Issuers and their respective Subsidiaries entered into pursuant to the Plan of Reorganization or more Series and otherwise approved by the Bankruptcy Court in the Cases, or to otherwise comply with the terms of the Plan of Reorganization; (9) to add to or change any the covenants of the provisions Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuers; (10) to make any change that would provide any additional rights or benefits to the Holders of the Senior Notes (including providing for Guarantees of the Senior Notes and any supplemental indenture required pursuant to Section 4.13 hereof) or that does not adversely affect the legal rights under this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Holder; or (11) to add any additional Events of Default. The Trustee of the documents described in Section 7.02(b), the Trustee will is hereby authorized to join with the Issuer Issuers and the Guarantors, if any, in the execution of any amended modification, waiver, amendment or supplemental indenture supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended modification, waiver, amendment or supplemental indenture that supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents which adversely affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 9.2 of this Indenture, the Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of one or more any Series without the consent of any HolderHolder of a Security: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3c) to provide for the assumption of the Issuer’s or Company's obligations pursuant to this Indenture by a guarantor’s obligations successor to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Company pursuant to Article FiveV hereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6d) to make any change that would provide any additional rights or benefits to the Holders of any Series of Securities or that does not adversely affect the legal rights hereunder of any such Holder; (7e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this IndentureTIA; or (9f) to evidence establish the form or terms of any Series of Securities as permitted by Section 2.1 and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions 2.2 of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeIndenture. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.6, the Trustee will join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Note Guarantees or the Securities of one or more Series Notes, without the consent of any HolderHolder of such Notes affected thereby: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the Issuer’s Company's or a guarantor’s Guarantor's obligations to the such Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all the assets of the assetsCompany, the Parent Guarantor or DOC in accordance compliance with Article Fivethis Indenture; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any other change that would provide any additional rights or benefits to the such Holders of Securities or that does not adversely affect the legal rights hereunder under this Indenture of any Holder; (75) to evidence and provide for the acceptance of appointment by a successor Trustee; (6) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (7) to comply with the provision described under Section 4.10; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by Additional Notes in accordance with this Indenture; or (9) to evidence and provide for release Collateral from the acceptance of appointment hereunder Liens created by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of Security Documents when permitted by this Indenture as shall be necessary to provide for or facilitate and the administration of the trusts hereunder by more than one TrusteeSecurity Documents. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)7.02 hereof, the Trustee will shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, defect comply with Section 5.01 or inconsistencySection 10.11; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for secure the assumption obligations of the Issuer’s or a guarantor’s obligations to the Holders Company in respect of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any SeriesSecurities; (5c) to release any guarantor from its guarantee or any evidence and provide for the appointment of its other obligations under this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to comply with the provisions of any securities depository, including DTC, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture; (e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (g) to irrevocably elect or eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7i) to permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or (j) to comply with requirements the requirement of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the Trust TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture Act; (8) to provide for in a manner that does not materially adversely affect the issuance of and establish the form and terms and conditions of Securities rights of any Series as permitted Holder. Any supplemental indenture authorized by the provisions of this Indenture; or (9) to evidence Section 9.01 may be executed by the Company and provide for the acceptance Trustee without the consent of appointment hereunder by a successor Trustee with respect to the Holders of any of the Securities of one or more Series and to add to or change at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.02.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Issuer, the Issuer Guarantor and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (1a) to comply with Sections 4.11, 7.1 and 7.2; (b) to add to the covenants of the Issuer for the equal and ratable benefit of the Securityholders or to surrender any right, power or option conferred upon the Issuer; (c) to cure any ambiguity, omission, defect or inconsistencyinconsistency in the Indenture, to correct or supplement any provision in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, so long as the interests of Holders are not adversely affected in any material respect under the Indenture; (2d) to appoint a successor Trustee; (e) to provide for uncertificated Securities in addition to or in place any additional Events of certificated SecuritiesDefault; (3f) to provide for increase the assumption Conversion Rate, provided the increase will not adversely affect the interests of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fiveany material respect; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6g) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderSecurityholder; (7h) to comply with requirements the provisions of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;TIA; and (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9i) to evidence and provide for modify the acceptance provisions of appointment hereunder by the Indenture or the Collateral Documents relating to the pledge of securities in a successor Trustee manner that does not adversely affect the interests of the Holders of Securities; provided that any amendment described in clause (c) above made solely to conform the provisions of the Indenture to the description of the Securities contained in the offering memorandum dated June 30, 2003 of the Issuer with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated deemed to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseadversely affect the interests of Holders of the Securities.

Without Consent of Holders. Subject to Section 9.02 The Issuer, any Subsidiary Guarantors (in the case of this Indenture, the Issuer a Guaranteed Series of Securities) and the Trustee may amend or supplement this Indenture or the Securities of one or more any Series without the consent of any Holder: (1a) to evidence a successor to the Issuer as obligor or to any Subsidiary Guarantor as guarantor under this Indenture; (b) to add to the covenants of the Issuer or any Subsidiary Guarantor for the benefit of the Holders of the Securities of any Series or to surrender any right or power conferred upon the Issuer or any Subsidiary Guarantor in this Indenture or in the Securities of any Series; (c) to add Events of Default for the benefit of the Holders of the Securities of any Series; (d) to amend or supplement any provisions of this Indenture; provided, that no amendment or supplement shall materially adversely affect the interests of the Holders of any Securities of any Series then outstanding; (e) to secure the Securities of any Series; (f) to provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (g) to provide for rights of Holders of Securities of any Series if any consolidation, merger or sale of all or substantially all of property or assets of the Issuer and any Subsidiary Guarantors occurs; (h) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities inconsistency in addition to or in place this Indenture; provided, that this action shall not adversely affect the interests of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities of any Series in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five;any material respect; (4i) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of additional Securities of any Series as permitted by in accordance with the limitations set forth in this Indenture; orIndenture; (9j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to provide for permit or facilitate the administration defeasance and discharge of any of the trusts hereunder by more than one Trustee. Upon Securities of any Series; provided, that the request action shall not adversely affect the interests of the Issuer accompanied by a resolution Holders of its Board of Directors authorizing the execution Securities of any such amended Series in any material respect; or (k) to conform the text of this Indenture, the Guarantee or supplemental indenture, and upon receipt by the Trustee Securities of any Series to any provision of the documents described description thereof set forth in Section 7.02(b)the prospectus to the extent that such provision in the prospectus was intended to be a verbatim recitation of a provision in this Indenture, the Trustee will join with Guarantee or the Issuer in the execution Securities of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSeries.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) 6) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (97) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to (a) Notwithstanding Section 9.02 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture Indenture, the Note Guarantees or the Securities of one or more Series Notes without the consent of any HolderHolder of a Note: (1i) to cure any ambiguity, defect or inconsistency; (2ii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3iii) to provide for the assumption of the Issuer’s or a guarantorGuarantor’s obligations to the Holders of and Note Guarantees by a successor to the Securities in the case of a mergerIssuer pursuant to Article 5 or Section 11.05, consolidation or sale of all or substantially all of the assetsrespectively, in accordance with Article Fivehereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6iv) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9vi) to evidence and provide for the acceptance and appointment under this Indenture of appointment hereunder by a successor Trustee pursuant to the requirements of Section 7.08; (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (viii) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Securities of one Notes, or more Series and to add to or change any of secure the provisions of this Indenture as shall be necessary Notes; or (ix) to provide for exchange rights of Holders upon any recapitalization, reclassification or facilitate the administration change of Common Stock, a consolidation, merger or combination involving a sale, lease or other transfer to another corporation of the trusts hereunder by more than one Trustee. consolidated assets of Holdings and its Subsidiaries substantially as an entirety, or any statutory share exchange. (b) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will shall join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend amend, modify or supplement this Indenture and the Notes without notice to or the Securities of one or more Series without the consent of any Holder: (1i) to cure any ambiguity, defect or inconsistencyinconsistency (including, without limitation, any inconsistency between the text of this Indenture or the Notes and the description of this Indenture and the Notes contained in the “Description of the Notes” section of the Offering Memorandum); (2ii) to provide for uncertificated Securities in addition to or in place of certificated Securitiescomply with Article IV; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4iii) to add guarantees or collateral with respect to the Securities of any SeriesNotes; (5iv) to release any guarantor from its guarantee or any of its other obligations under this Indenture (add to the extent permitted by this Indenture)covenants of the Company for the benefit of Holders of the Notes; (6v) to make surrender any change that would provide any additional rights or benefits to right herein conferred upon the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderCompany; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9vi) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee with respect Trustee; (vii) to provide for the issuance of Additional Notes; or (viii) to make any other change that does not materially and adversely affect the rights of any Holder; provided that, in each case above, the Company has delivered to the Securities Trustee an Opinion of one Counsel and an Officers’ Certificate, each stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSection 9.1. Upon the written request of the Issuer Company, accompanied by a resolution copy of its a Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.6, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Section 9.1 becomes effective, the Company shall give Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture, the Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series Notes without the consent of any HolderHolder to: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3c) to provide for the assumption of the Issuer’s Company's or a guarantor’s obligations any Subsidiary Guarantor's Obligations to the Holders of the Securities in the case of a merger, merger or consolidation pursuant to Articles 5 or 12 hereof or a sale of all or substantially all of the Company's or any Subsidiary Guarantor's assets, in accordance with Article Five; (4d) provide for additional Subsidiary Guarantors as set forth in Section 4.18 or to add guarantees with respect provide for the release of a Subsidiary Guarantor pursuant to the Securities of any SeriesSection 12.04; (5e) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder;; or (7f) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeTIA. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)7.02 hereof, the Trustee will shall join with the Issuer Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without Without the consent of any HolderHolders, the Company and the Guarantor (when authorized by or pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes: (1) to cure evidence the succession of another Person to the Company or the Guarantor and the assumption by any ambiguitysuch successor of the covenants of the Company or the Guarantor, defect as the case may be, contained herein and in the Notes or inconsistency;the Guarantee in accordance with Article 4; or (2) to provide for uncertificated Securities in addition add to the covenants and agreements of the Company or in place of certificated Securities; (3) to provide the Guarantor for the assumption benefit of the Issuer’s Holders or a guarantor’s obligations to surrender any right or power herein conferred upon the Holders of Company or the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this IndentureGuarantor; or (93) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series Notes, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one Trustee. Upon , pursuant to the request requirements of Section 6.10; or (4) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not adversely affect the interests of the Issuer accompanied by a resolution Holders of its Board Notes then Outstanding in any material respect; or (5) to add any additional Events of Directors authorizing Default; or (6) to supplement any of the execution provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes pursuant to Article 8, provided that any such action shall not adversely affect the interests of any such amended Holder of Notes of any series in any material respect; or (7) to secure payment on the Notes pursuant to Section 3.6 or otherwise; or (8) to amend or supplement any provision contained herein or in any supplemental indenture, and upon receipt by provided that no such amendment or supplement shall materially adversely affect the Trustee interests of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseHolders.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Issuer, the Issuer when authorized by a Board Resolution, and the Trustee Trustee, together, may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; provided that such amendment or supplement does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect; (2) to comply with Article V of this Indenture; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) 6) to provide for the issuance of the Exchange Securities (which will have terms identical in all material respects to the Securities issued on the Issue Date except that the transfer restrictions contained in the Securities issued on the Issue Date will be modified or eliminated, as appropriate), and establish which will be treated together with any outstanding Securities issued on the form and Issue Date, as a single issue of Securities; (7) to surrender any right or power conferred on the Issuer in accordance with the terms and conditions of Securities of any Series as permitted by this Indenture; or (9) 8) to evidence and provide for secure the acceptance of appointment hereunder by a successor Trustee Securities in accordance with respect Section 4.17; provided that the Issuer has delivered to the Securities Trustee an Opinion of one Counsel and an Officers' Certificate, each stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.01.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the The Issuer and the Trustee Guarantors, when authorized by a Board Resolution, and the Trustee, together, may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; provided that such amendment or supplement does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect; (2) to comply with Article V of this Indenture; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) 6) to provide for the issuance of the Exchange Securities (which will have terms identical in all material respects to the Securities issued on the Issue Date except that the transfer restrictions contained in the Securities issued on the Issue Date will be modified or eliminated, as appropriate), and establish which will be treated together with any outstanding Securities issued on the form and Issue Date, as a single issue of Securities; (7) to reflect the release of a Guarantor from its Obligations with respect to its Guarantee or to add a Guarantor, in each case in accordance with the terms and conditions of Securities this Indenture; (8) to surrender any right or power conferred on the Issuer or any Guarantor in accordance with the terms of any Series as permitted by this Indenture; or (9) to evidence and provide for secure the acceptance of appointment hereunder by a successor Trustee Securities in accordance with respect Section 4.17; provided that the Issuer has delivered to the Securities Trustee an Opinion of one Counsel and an Officers' Certificate, each stating that such amendment or more Series and to add to or change any of supplement complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise9.01.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer (a) The Company and the Trustee may amend or supplement this enter into an Indenture or Indentures supplemental hereto or amend the Securities of one without notice to or more Series without the consent of any Holder: (1i) to cure any ambiguity, omission, defect or inconsistencyinconsistency herein, in any supplemental Indenture or in any Security of any series; (2ii) to provide for the assumption of the obligations of the Company under this Indenture upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole and certain other events specified in Section 5.01; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7iv) to comply with requirements any requirement of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) v) to provide for make any change, which change may affect only a particular series of Securities, that does not adversely affect the issuance rights of and establish the form and terms and conditions any Holder of Securities of any Series as permitted series in any material respect; (vi) to add guarantees by Subsidiary guarantors with respect to Securities of any series, or to secure the Securities pursuant to the procedures set forth in this Indenture; or; (9vii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities appertaining thereto or to surrender any right or power herein conferred upon the Company; (viii) in the case of any Securities appertaining thereto subordinated pursuant to Article 10, to make any change in Article 10 that would limit or terminate the benefits available to any holder of Senior Indebtedness (or Representatives therefor) under Article 10; (ix) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, however, that any such addition, change or elimination not otherwise permitted under this Section 9.01 shall (i) neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; (x) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon ; and (xi) to establish the request form or terms of Securities of any series as permitted by Section 2.02. (b) [Insert for Subordinated or Senior Subordinated Securities -- An amendment under this Section may not make any change that adversely affects the rights under Article 10 of any holder of Senior Indebtedness of the Issuer accompanied by Company then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a resolution of its Board of Directors authorizing the execution of any consent) consent to such amended or supplemental indenture, and upon receipt by the Trustee of the documents described change in writing.] (c) After an amendment under this Section 7.02(b)becomes effective, the Trustee will join with Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the Issuer in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwiseSection.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1i) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for evidence the assumption of the Issuer’s or a guarantorCompany’s obligations to the Holders of under this Indenture and the Securities in by a Successor upon the case of a merger, consolidation or sale merger or sale, transfer, lease, conveyance or other disposition of all or substantially all of the assets, Company’s property or assets in accordance with Article Fivethis Indenture; (4ii) to make adjustments in accordance with this Indenture to the right to convert the Securities upon certain reclassifications or changes in Common Shares and certain consolidations, mergers and binding share exchanges and upon the sale, transfer, lease conveyance or other disposition of all or substantially all of the Company’s property or assets, including, without limitation, providing that the Securities are convertible into Reference Property; (iii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities provided, however, that (a) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) no such amendment materially and adversely affects rights of any Holder; (iv) to evidence and provide the acceptance to the appointment of a successor Trustee under this Indenture; (v) to secure the obligations of the Company or any other obligor under this Indenture in respect of the Securities; (vi) to add to the covenants of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company; (vii) to make provisions with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (viii) to add guarantees or additional obligors with respect to the Securities of any SeriesSecurities; (5ix) to release add any guarantor from its guarantee or any additional Events of its other obligations under this Indenture (to the extent permitted by this Indenture)Default; (6x) to comply with the requirements of any Canadian securities regulatory authority, the SEC, the NYSE, the TSX or any applicable securities depository or stock exchange or market on which Common Shares may be principally listed or admitted for trading, provided that no such amendment or supplement materially and adversely affects the rights of any Holder; (xi) to cure any ambiguity, mistake, omission, defect or inconsistency, or make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder in any material respect (provided that any change to conform to the provisions of this Indenture to the Description of the Securities contained in the Offering Memorandum shall be deemed to not adversely affect the rights of any Holder;); or (7xii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish additional Securities in accordance with the form and terms and conditions of Securities of any Series as permitted by limitations set forth in this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 The Issuers and the Subsidiary Guarantors, when authorized by a resolution of this Indenturetheir respective Boards of Directors (which, in the Issuer case of the Company, shall mean the Board of Directors of FV Inc. for so long as the Company remains a partnership), and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (1i) to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not materially and adversely affect the rights of any Holder under this Indenture or the Securities; (2ii) to effect the assumption by a successor Person of all obligations of either of the Issuers under the Securities and this Indenture in connection with any transaction complying with Article Five of this Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7iv) to comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) v) to make any change that would provide any additional benefit or rights to the Holders; (vi) to make any other change that does not materially and adversely affect the rights of any Holder under this Indenture or the Securities; (vii) to evidence the succession of another Person to any Subsidiary Guarantor and the assumption by any such successor of the covenants of such Subsidiary Guarantor herein and in the Subsidiary Guarantee; (viii) to add to the covenants of the Issuers or the Subsidiary Guarantors for the issuance benefit of and establish the form and terms and conditions Holders, or to surrender any right or power herein conferred upon the Issuers or any Subsidiary Guarantor; (ix) to secure the Securities pursuant to the requirements of Securities of any Series as permitted by this IndentureSection 4.18 or otherwise; or (9x) to evidence and provide for reflect the acceptance release of appointment hereunder by a successor Trustee Subsidiary Guarantor from its obligations with respect to its Subsidiary Guarantee in accordance with the Securities provisions of one or more Series Section 11.03 and to add a Guarantor pursuant to the requirements of Sections 4.19 and 11.07; provided, however, that the Issuers have delivered to the Trustee an Opinion of Counsel stating that such amendment or change any of supplement complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise10.01.

Without Consent of Holders. Subject to Section 9.02 Without the consent of this Indentureany Holder, the Issuer Partnership and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurities: (1a) to evidence the succession of another Person to the Partnership pursuant to Article 5 and the assumption by such successor of the Partnership’s covenants, agreements and obligations in this Indenture and in the Securities; (b) to surrender any right or power conferred upon the Partnership by this Indenture, to add to the covenants of the Partnership such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Partnership shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities of any Series to waive such default; (c) to cure any ambiguityambiguity or correct or supplement any provision contained in this Indenture, defect in any supplemental indenture or inconsistencyin any Securities that may be defective or inconsistent with any other provision contained therein; (2d) to provide for uncertificated Securities in addition convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in place regard to matters or questions arising under this Indenture as shall not adversely affect the interests of certificated Securitiesany Holders of Securities of any Series; (3e) to provide for modify or amend this Indenture in such a manner as to permit the assumption qualification of this Indenture or any supplemental indenture hereto under the Issuer’s or a guarantor’s obligations to the Holders of the Securities TIA as then in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fiveeffect; (4f) to change or eliminate any restrictions on the payment of principal or premium with respect to Securities in registered form, so as to not adversely affect the interests of the Holders or any coupons of any Series in any material respect or permit or facilitate the issuance of Securities of any Series in uncertificated form; (g) to add guarantees with respect to the Securities of any Seriesor to secure the Securities; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6h) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7i) to comply with requirements add to, change or eliminate any of the SEC in order to effect or maintain the qualification provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (x) neither apply to any Security of any Series created prior to the Trust Indenture Actexecution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (y) become effective only when there is no such Security outstanding; (8) j) to provide for conform the issuance text of and establish this Indenture to any provision of this description of debt securities or any description of debt securities contained in the form and terms and conditions prospectus supplement to the extent that such provision was intended to be a verbatim recitation of Securities of any Series as permitted by this the Indenture; or; (9k) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee; or (l) to establish the form or terms of Securities and coupons of any Series pursuant to Article 2. Upon the request of the Issuer Partnership accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.06, the Trustee will shall join with the Issuer Partnership in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer any Guarantor and the Trustee Trustee, as applicable, may amend or supplement this Indenture or Indenture, the Securities of one or more Series Notes, and Subsidiary Guarantee and the Collateral Documents without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency; (2) to comply with Section 5.01; (3) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (34) to provide for the assumption of the Issuer’s or a guarantor’s Company's obligations to the Holders of the Securities Notes under this Indenture or any Guarantor's obligations under its Subsidiary Guarantee in the case of a merger, consolidation or sale of all assets involving the Company or substantially all of the assetssuch Guarantor, in accordance with as applicable, pursuant to Article Five; (4) to add guarantees with respect to the Securities of any Series5 or Article 11 hereof; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities the Notes (including providing for Subsidiary Guarantees and any supplemental indenture required pursuant to Section 4.15 hereof) or that does not adversely affect the legal rights hereunder under the Indenture of any such Holder; (76) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;TIA; and (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (97) to enter into additional or supplemental Collateral Documents or to amend any Collateral Documents to evidence and provide for a Lien on any additional Collateral securing the acceptance of appointment hereunder by a successor Trustee with respect to Notes, including the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeAdditional Notes, if any. Upon the request of the Issuer Company and any Restricted Subsidiary, in its capacity as a Guarantor, accompanied by a resolution of its the Board of Directors of the Company or such Restricted Subsidiary, as applicable, authorizing the execution of any such amended supplemental indenture or supplemental indentureCollateral Document, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.06 hereof, the Trustee will shall join with the Issuer Company and any such Restricted Subsidiary in the execution of any amended supplemental indenture or supplemental indenture Collateral Document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into such amended supplemental indenture or supplemental indenture that Collateral Document which adversely affects its own rights, duties or immunities under this Indenture Indenture, the Collateral Documents or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Company pursuant to Article 5 and the assumption by such successor of the Company’s covenants, defect or inconsistencyagreements and obligations in this Indenture and in the Securities; (2) to surrender any right or power conferred upon the Company by this Indenture, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Company shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securitieswaive such default; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a merger, consolidation or sale of all or substantially all of the assetsthis Indenture, in accordance any supplemental indenture or in any Securities that may be defective or inconsistent with Article Fiveany other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with respect the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series; (5) to release any guarantor from its guarantee modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any of its other obligations supplemental indenture under this the Trust Indenture (to the extent permitted by this Indenture)Act as then in effect; (6) to make add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change that would provide or eliminate any additional rights restrictions on the payment of principal or benefits premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders of Securities or any coupons of any Series in any material respect or permit or facilitate the issuance of Securities of any Series in uncertificated form; (7) in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior Indebtedness under such provisions (but only if each such holder of senior Indebtedness consents to such change); (8) to add Guarantees with respect to the Securities or to secure the Securities; (9) to make any change that does not adversely affect the legal rights hereunder of any Holder; (710) to comply with requirements add to, change, or eliminate any of the SEC in order to effect or maintain the qualification provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the Trust Indenture Actexecution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon ; or (12) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities and coupons of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Series pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseArticle 2.

Without Consent of Holders. Subject to Section 9.02 of The Issuer, the Guarantors and the Trustee (or the Collateral Agent, if a party thereto) may amend, waive or supplement this Indenture, the Issuer Notes and the Trustee may amend Security Documents, without prior notice to or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (1) to cure any ambiguity, defect or inconsistencyissue Additional Notes under this Indenture; (2) to provide for uncertificated Securities in addition to cure any ambiguity, omission, defect or in place of certificated Securitiesinconsistency; (3) to provide for the assumption by a successor of the Issuer’s obligations of the Issuer under this Indenture and the Notes, or provide for the assumption by a guarantor’s successor of the obligations of a Guarantor under this Indenture, in each case, to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fiveextent otherwise permitted under this Indenture; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (5) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add additional Guarantees of the Notes or additional assets as Collateral; (7) to release a Guarantor as provided in section 10.04; (8) to allow for the addition of Additional First Lien Obligations and Pari Passu Junior Lien Obligations under the Security Documents (including by way of entry into an additional Intercreditor Agreement) to the extent not prohibited by this Indenture (including, in the case of Pari Passu Junior Lien Obligations that are not secured by the Security Agreement, to enter into conforming modifications to the Intercreditor Agreement or an additional intercreditor agreement with any collateral agent for the holders of such obligations providing that the Liens of the Collateral Agent and such other collateral agent on any Collateral shall be pari passu and that amounts received in connection with an enforcement of the Notes Liens or the Liens securing such Pari Passu Junior Lien Obligations (or received in respect of such Liens in any bankruptcy or insolvency proceeding) shall, after payment of expenses of the Collateral Agent and the collateral agent for each other class of Pari Passu Junior Lien Obligations, be distributed to the Trustee and the agent(s) for the holders of Pari Passu Junior Lien Obligations on a pro rata basis based on the amount of outstanding obligations of each such class); (9) release Guarantees and/or Collateral as otherwise permitted in this Indenture and the Security Documents; (10) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indentureuncertificated Notes in addition to, or in place of, certificated Notes; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request covenants of the Issuer accompanied by or a resolution of its Board of Directors authorizing Guarantor for the execution of any such amended or supplemental indenture, and upon receipt by the Trustee benefit of the documents described in Section 7.02(b), Holders of the Trustee will join with Notes or to surrender any right or power conferred upon the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisea Guarantor.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer Guarantor and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder:Holder (provided that such amendment is in form and substance reasonably satisfactory to the Trustee and provided, further that any amendment to the provisions of Article 13 shall require the consent of JCC Holding): (1) to cure any ambiguity, defect or inconsistencyinconsistency in a manner that does not adversely affect in any respect the rights or interests of any Holder; (2) to comply with Section 5.01 or 13.18 hereof; (3) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA as then in effect; (4) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (provide for Securities in bearer form in addition to the extent permitted by this Indenture);Securities in registered form; or (6) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect in any respect the legal rights hereunder of any Holder; (7) to comply with requirements of , provided that the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect Company delivers to the Securities Trustee an opinion of one or more Series and counsel to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteesuch effect. Upon the request of the Issuer Company and the Guarantor, accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.06 hereof, which documents are in form and substance reasonably satisfactory to the Trustee, the Trustee will shall join with the Issuer Company and the Guarantor in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee will shall not be obligated to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee, at the expense of the Company, shall promptly mail to each Holder a copy of any supplemental indenture entered into pursuant to this Section 9.01.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture8.02, the Issuer Issuer, the Guarantors, the Trustee and the Trustee Paying Agent may modify and amend or supplement this Indenture Indenture, any series of Securities or the Securities of one or more Series Guarantees without the consent of any HolderHolder for any of the following purposes: (1) to cure any ambiguityevidence the succession pursuant to this Indenture of another Person to the Issuer or a Guarantor and the assumption by that Person of the covenants, defect agreements and obligations of the Issuer or inconsistencysuch Guarantor, as applicable, in this Indenture and in the Securities, in each case, in accordance with the terms of this Indenture; (2) to provide surrender any right or power conferred upon the Issuer, to add further covenants, restrictions, conditions or provisions for uncertificated Securities the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in addition to any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the remedies provided in place of certificated Securitiesthis Indenture; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a mergerthis Indenture, consolidation or sale of all any supplemental indenture, or substantially all of the assetsin any Security that may be defective or inconsistent with any other provision contained in this Indenture, or any supplemental indenture, or in accordance with Article Fiveany Security; (4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders; (5) to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect, except this shall not permit or authorize the inclusion in any supplemental indenture of any provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (6) to comply with Article Five of this Indenture; (7) to add guarantees Guarantees with respect to the Securities of any Seriesseries or to secure the Securities of any series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) 8) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee or separate trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee. Upon trustee; (10) to establish the request form or terms of Securities as permitted by this Indenture; and (11) to conform this Indenture or the Securities of any series to any provision of the Issuer accompanied by a resolution “Description of its Board of Directors authorizing the execution Notes” (or comparable) section of any such amended or supplemental indenture, and upon receipt document utilized by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in connection with the execution sale of any amended the Securities to the extent that such provision in such “Description of the Notes” (or supplemental indenture authorized or permitted comparable) section of such document utilized by the terms Issuer in connection with the sale of the Securities was intended to be a verbatim recitation of a provision of this Indenture and to make any further appropriate agreements and stipulations that or the Securities of such series, which intent may be therein containedevidenced by an Officer’s Certificate to that effect. After an amendment under this Section 8.01 becomes effective, but the Trustee Issuer shall send to the Holders, by first-class mail or electronically if held by Common Depositary, to the address of such Holders appearing in the security register or otherwise in accordance with the procedures of the Common Depositary, a notice briefly describing the amendment. However, the Issuer’s failure to give such notice to all Holders, or any defect in such notice, will not be obligated to enter into such amended impair or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseaffect the validity of the amendment.

Without Consent of Holders. Subject to Section 9.02 of this Indenturethe Intercreditor Agreement, the Indenture may be amended or supplemented by the Issuer and the Bond Trustee may amend or supplement this Indenture or the Securities of one or more Series at any time and from time to time, without the consent of any Holderthe Holders by a Supplemental Indenture authorized by a resolution of the Management Committee of the Issuer filed with, and in form satisfactory to, the Bond Trustee, solely for one or more of the following purposes: (1i) to cure add additional covenants of the Issuer or any ambiguityof the other obligors on the Bonds, defect to surrender any right or inconsistencypower herein conferred upon the Issuer or any of the other obligors on the Bonds or to confer upon the Holders any additional rights, remedies, benefits, powers or authorities that may lawfully be conferred; (2ii) to provide for uncertificated Securities in addition to or in place of certificated Securitiesincrease the assets securing the Issuer's obligations under the Indenture; (3iii) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish Additional Bonds on the form and terms and conditions set forth in Section 2.3 of Securities of any Series as permitted by this the Indenture; or; (9iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee any purpose not inconsistent with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this the Indenture to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture; Exhibit B-2 159 (v) in connection with, and to make reflect, any further appropriate agreements and stipulations amendments to the provisions hereof required by the Rating Agencies in circumstances where confirmation of the Ratings are required under the Indenture in connection with the issuance of Additional Bonds or the taking of other actions by the Issuer; provided, however, that may be therein containedsuch amendments are not, but in the judgment of the Bond Trustee, to the prejudice of the Bond Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.the Holders;

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series Debentures without the consent of any Holder: (1i) to cure any ambiguityevidence the succession of another person to the Company, defect or inconsistencysuccessive successions and the assumption by the successor person of the covenants, agreements and obligations of the Company hereunder and the Debentures; (2ii) to provide convey, transfer, assign, mortgage or pledge to the Trustee as security for uncertificated Securities in addition to the Debentures any property or in place of certificated Securitiesassets which the Company may desire; (3iii) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Debentures (and if such covenants are to be for the benefit of less than all series of Debentures stating that such covenants are expressly being included solely for the benefit of such series) as the Board of Directors of the Company and the Trustee shall consider to be for the protection of the Holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (iv) to provide for the assumption issuance under this Indenture of Debentures in coupon form (including Debentures registrable as to principal only) and to provide for exchangeability of such Debentures with the Issuer’s or a guarantor’s obligations Debentures issued hereunder in fully registered form and to the Holders of the Securities in the case of a merger, consolidation or sale of make all or substantially all of the assets, in accordance with Article Fiveappropriate changes for such purpose; (4v) to add guarantees cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with respect to the Securities of any Seriesother provision contained herein or in any supplemental indenture; (5vi) to release any guarantor from its guarantee make such other provisions in regard to matters or any of its other obligations questions arising under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does shall not adversely affect the legal rights hereunder interests of any HolderHolder in any material respect, provided that any amendment to conform the terms of the Debentures to the description contained in the Company’s Offering Memorandum, dated March 25, 2008, relating to the Debentures will not be deemed to adversely affect the interests of any Holder in any material respect; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9vii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities Debentures of one or more Series series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon trustee, pursuant to the request requirements of Section 7.09; (viii) to surrender any right or power herein conferred upon the Company; (ix) to comply with the requirements of the Issuer accompanied by a resolution SEC in order to maintain the qualification of its this Indenture under the TIA; (x) to add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable; provided, however, that such action pursuant to this clause (x) does not, in the good faith opinion of the Board of Directors authorizing of the execution Company (as evidenced by a board resolution) and the Trustee, adversely affect the interests of any such amended or supplemental indenture, and upon receipt by Holder of Debentures in any material respect; (xi) to the Trustee extent necessary to make provision for a Qualifying Replacement Capital Covenant; (xii) amend the definition of “Qualifying Preferred Stock” to provide that Qualifying Preferred Stock be subject to a Qualifying Replacement Capital Covenant and/or a Replacement Capital Intention; (xiii) eliminate the Company’s right to elect to pay cash pursuant to the Fundamental Change Option; or (xiv) provide for guarantees of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Debentures and to make any further appropriate agreements and stipulations that may be therein contained, but specify the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities rankings of the obligations of the guarantors under this Indenture or otherwisetheir respective guarantees.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture, the Issuer Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series Notes without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3c) to provide for the assumption of the Issuer’s or a guarantorCompany’s obligations to the Holders of the Securities Notes in the case of a merger, merger or consolidation or sale of all or substantially all of the assets, in accordance with Company’s assets pursuant to Article Five5 hereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6d) to make any change that would provide any additional rights or benefits to the Holders of Securities the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (7e) to provide for the issuance of Additional Notes pursuant to Section 2.01 hereof; (f) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) g) to provide for add any Restricted Subsidiary as an additional Guarantor as provided in Section 11.05 hereof or to evidence the issuance succession of another Person to any Guarantor pursuant to Section 11.03 hereof and establish the form assumption by any such successor of the covenants and terms agreements of such Guarantor contained herein and conditions in the Subsidiary Guarantee of Securities of any Series as permitted by this Indenturesuch Guarantor; or (9h) to evidence and provide for the acceptance of appointment hereunder by release a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of Guarantor from its obligations under this Indenture as shall be necessary and its Subsidiary Guarantee pursuant to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSection 11.05. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)7.02 hereof, the Trustee will shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series any property or assets; (b) to comply with Article 5; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such Series to waive such an Event of Default; (d) add a guarantor or permit any Person to guarantee the obligations under any Series of Securities; (e) to cure any ambiguity, defect or inconsistency; (2f) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or; (9g) to conform to any provision of the “Description of the Notes” section, “Description of Debt Securities” section or other relevant section describing the terms of the Securities of the applicable prospectus, prospectus supplement, offering circular, offering memorandum or other relevant offering document; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon ; (i) to provide for uncertificated Securities in addition to or in place of certificated Securities; (j) to make any change that does not materially adversely affect the request rights of any Securityholder; and (k) to comply with requirements of the Issuer accompanied by a resolution of its Board of Directors authorizing SEC in order to effect or maintain the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms qualification of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but under the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the Issuer The Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (1) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, defect as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or inconsistencyother offering document applicable to such Securities at the time of initial sale thereof; (2) to comply with Article 5; (3) to establish the form and terms of the Securities of any series as contemplated in Article Two of this Indenture; (4) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series;; or (5) to release any guarantor from its guarantee amend, modify or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change supplement any of the provisions of this Indenture as shall be necessary to provide for contained herein or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of in any such amended or supplemental indenture, and upon receipt by provided that no such amendment or supplement shall materially adversely affect the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution rights of any amended Securityholder, and provided further that any amendment, modification or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations supplement that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under conforms this Indenture or otherwiseany supplemental indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which such Securities were initially sold shall be deemed not to adversely affect the rights of Securityholders.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Company, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Company pursuant to Article Five and the assumption by such successor of the Company's covenants, defect or inconsistencyagreements and obligations in this Indenture and in the Securities; (2) to surrender any right or power conferred upon the Company by this Indenture, to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Company shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securitieswaive such default; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a merger, consolidation or sale of all or substantially all of the assetsthis Indenture, in accordance any supplemental indenture or in any Securities that may be defective or inconsistent with Article Fiveany other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with respect the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any Series; (5) to release any guarantor from its guarantee modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any of its other obligations supplemental indenture hereto under this Indenture (to the extent permitted by this Indenture)TIA as then in effect; (6) to add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders or any coupons of any Series in any material respect or permit or facilitate the issuance of Securities of any Series in uncertificated form; (7) in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would provide limit or terminate the benefits available to any additional rights holder of Senior Indebtedness (as defined in the applicable Board Resolution, supplemental indenture hereto or benefits Officers' Certificate related to such Series of Subordinated Securities) under such provisions (but only if each such holder of Senior Indebtedness under such provisions consents to such change); (8) to add guarantees with respect to the Holders of Securities or to secure the Securities; (9) to make any change that does not adversely affect the legal rights hereunder of any Holder; (710) to comply with requirements add to, change, or eliminate any of the SEC in order to effect or maintain the qualification provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the Trust Indenture Actexecution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon ; or (12) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities and coupons of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Series pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseArticle Two.

Without Consent of Holders. Subject to Section 9.02 of this Indenture, the The Issuer and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Issuer pursuant to Article V and the assumption by such successor of the Issuer’s covenants, defect or inconsistency;agreements and obligations in this Indenture and in the Securities; (2) to surrender any right or power conferred upon the Issuer by this Indenture, to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Series of Securities as the Board of Directors of the Issuer shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securities;waive such default; (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the Securities correct or supplement any provision contained in the case of a merger, consolidation or sale of all or substantially all of the assetsthis Indenture, in accordance any supplemental indenture or in any Securities that may be defective or inconsistent with Article Five;any other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect in any material respect to the interests of any Holders of Securities of any Series;Series; (5) to release any guarantor from its guarantee modify or any of its other obligations under amend this Indenture (in such a manner as to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect permit or maintain the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act;Act as then in effect; (8) 6) to add or to change any of the provisions of this Indenture to provide that Securities in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Securities in registered form or of principal, premium or interest with respect to Securities in bearer form, or to permit Securities in registered form to be exchanged for Securities in bearer form, so as to not adversely affect the interests of the Holders of Securities or any coupons of any Series in any material respect or permit or facilitate the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by in uncertificated form; (7) in the case of subordinated Securities, to make any change in the provisions of this Indenture; orIndenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior Indebtedness under such provisions (but only if each such holder of senior Indebtedness consents to such change); (8) to add Guarantees with respect to the Securities or to secure the Securities; (9) to make any change that does not adversely affect the rights of any Holder in any material respect; (10) to add to, change or eliminate any of the provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such Security outstanding; (11) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon Trustee; or (12) to establish the request form or terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution Securities and coupons of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Series pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseArticle II.

Without Consent of Holders. Subject to Section 9.02 The Issuers and each Guarantor, when authorized by a resolution of this Indenturetheir respective Boards of Directors, the Issuer and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (1a) to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not adversely affect the rights of any Holder; (2b) to evidence the succession of another Person to the Company and/or to effect the assumption by a successor Person of all obligations of the Company under the Securities and this Indenture in connection with any transaction (including, without limitation, an IPO Reorganization) complying with Article Five of this Indenture; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holder; (7d) to comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) e) to make any change that would provide any additional benefit or rights to the Holders; (f) to make any other change that does not adversely affect the rights of any Holder under this Indenture; (g) to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guarantee in connection with any transaction complying with Article Five of this Indenture; (h) to add to the covenants of the Company or a Guarantor for the issuance benefit of and establish the form and terms and conditions Holders, or to surrender any right or power herein conferred upon the Company or any Guarantor; (i) to secure the Securities pursuant to the requirements of Securities of any Series as permitted by this IndentureSection 4.18 or otherwise; or (9j) to evidence and provide for reflect the acceptance release of appointment hereunder by a successor Trustee Guarantor from its obligations with respect to the Securities of one its Guarantee or more Series and to add a Guarantor, in each case pursuant to the requirements of Section 4.19; provided, however, that the Issuers delivered to the Trustee an Opinion of Counsel stating that such amendment or change any of supplement complies with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise10.01.

Without Consent of Holders. Subject to Section 9.02 of this IndentureThe Issuer, the Issuer Guarantor and the Trustee may amend or supplement this Indenture as it applies to any Series of Securities or any of the Securities other terms of one or more such Series without the notice to or consent of any Holder: (1) to cure any ambiguityevidence the succession of another Person to the Issuer or the Guarantor pursuant to Article V or Article X, defect as the case may be, and the assumption by such successor of the Issuer’s or inconsistencythe Guarantor’s, as applicable, covenants, agreements and obligations in this Indenture and with respect to the Securities and the Guarantee; (2) to surrender any right or power conferred upon the Issuer, to add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of such Series of Securities and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture with respect to such Series; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for uncertificated a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Securities in addition of any Series to or in place of certificated Securities;waive such default; Amended and Restated PBGC Indenture (3) to provide for the assumption of the Issuer’s cure any ambiguity or a guarantor’s obligations to the Holders of the correct or supplement any provision contained in this Indenture or in any Securities in the case of a merger, consolidation that may be defective or sale of all or substantially all of the assets, in accordance inconsistent with Article Fiveany other provision contained therein; (4) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with respect the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Securities of any such Series; (5) to release any guarantor from its guarantee modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any of its other obligations supplemental indenture under this the Trust Indenture (to the extent permitted by this Indenture)Act as then in effect; (6) to make permit Securities in registered form to be exchanged for Securities in bearer form, or to permit or facilitate the issuance of Securities of such Series in uncertificated form, provided that any change that would provide any additional rights or benefits to such action shall not adversely affect the interests of the Holders of Securities in any material respect; (7) to add Guarantees with respect to the Securities or to secure the Securities; (8) to make any change that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions Holder of Securities of any Series as permitted by this Indenturesuch Series; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one Trustee. Upon The Issuer, the request Guarantor and the Trustee may amend this Indenture without notice to or consent of any Holder to add to, change, or eliminate any of the Issuer accompanied by a resolution provisions of its Board this Indenture, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of Directors authorizing any Series outstanding at the time of the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such amended Security with respect to the benefit of such provision or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into (B) become effective only when there is no such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSecurity outstanding.

Without Consent of Holders. Subject Except as otherwise provided as contemplated by Section 2.01 with respect to Section 9.02 the Securities of this Indentureany series, the Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (1a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of Securities of the relevant series in any material respect; (2b) to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a merger or consolidation or disposition of all or substantially all of the Company’s properties or assets, in each case that is permitted under this Indenture; (c) to provide for any Guarantees of Securities of any series; to provide for any security for Securities of any series or for any such Guarantees; or to modify or release any such Guarantees or security in compliance with the terms of this Indenture and the supplemental indenture or other instrument that provided for such Guarantees or security; (d) to comply with requirements of the SEC in order to maintain the qualification of this Indenture under the Trust Indenture Act; (e) to add covenants for the benefit of the Holders to the Securities of any series or to surrender any rights the Company has under this Indenture; (f) to add any additional Events of Default with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (g) to add circumstances under which the Company will pay additional interest on the Securities of the relevant series; (h) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not adversely affect the rights under this Indenture of any such Holder in any material respect; (i) to conform the text of this Indenture or any Securities to the description thereof in any prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities of any series, to the extent that such provision is inconsistent with a provision of this Indenture or the Securities; (j) to provide for the issuance of and establish the form or terms of Securities of any series as permitted by Section 2.01; (k) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3l) to provide for comply with the assumption rules of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Fiveany applicable Depositary; (4m) to add guarantees with respect change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no outstanding Security of any series created prior to the Securities execution of such amendment or supplemental indenture that is adversely affected in any Seriesmaterial respect by such change in or elimination of such provision; (5n) to release any guarantor from its guarantee or supplement any of its other obligations under the provisions of this Indenture (to such extent as shall be necessary to permit or facilitate the extent permitted by this Indenture); (6) defeasance and discharge of any series of Securities pursuant to make Section 8.01; provided, however, that any change that would provide any additional rights or benefits to such action shall not adversely affect the interest of the Holders of Securities of such series or that does not adversely affect the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the issuance of and establish the form and terms and conditions other series of Securities of in any Series as permitted by this Indenturematerial respect; or (9o) to evidence and provide for the acceptance under this Indenture of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more Series series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteeunder this Indenture. Upon After an amendment under this Indenture becomes effective, the request Company is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSection 9.01.

Without Consent of Holders. Subject From time to Section 9.02 time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend, modify, waive or supplement provisions of this Indenture, the Issuer Notes, the Guarantees and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderRegistration Rights Agreement: (1) to cure any ambiguity, defect or inconsistencyinconsistency contained therein; (2) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (3) to provide for the assumption of the Issuer’s Company's or a guarantor’s Guarantor's obligations to the Holders of the Securities in the case of a merger, merger or consolidation involving the Company or such Guarantor or sale of all or substantially all of the assets, in accordance with Article Fiveassets of the Company or such Guarantor or the release of a Guarantor to the extent permitted under this Indenture; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any Holdersuch Holder under this Indenture, the Notes, the Guarantees or the Registration Rights Agreement; (75) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (8) 6) to allow any Subsidiary or any other Person to guarantee the Notes; or (7) to provide for the issuance of and establish Additional Notes in accordance with the form and terms and conditions hereof, to the extent Indebtedness in an amount equal to in the aggregate principal amount of Securities of any Series as permitted by such Additional Notes to be issued could otherwise be incurred pursuant to this Indenture; or (9) , without giving effect to evidence such amendment, modification, waiver or supplement, and provide for unless such amendment, modification, waiver or supplement is specifically required under this Indenture, so long as such amendment, modification, waiver or supplement does not, in the acceptance opinion of appointment hereunder by a successor Trustee with respect to the Securities Trustee, adversely affect the rights of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary Holders in any material respect. Notwithstanding the foregoing, in formulating its opinion in regards to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by Section 9.01(1) through (7) the Trustee is entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseCounsel.

Without Consent of Holders. Subject From time to Section 9.02 of this Indenturetime, the Issuer Company, any Guarantor and the Trustee may may, without the consent of the applicable Securityholder, amend or supplement this Indenture or the Securities of one or more Series without for the consent of any Holderfollowing purposes: (1a) to cure reflect that a successor has succeeded the Company or any ambiguity, defect Guarantor and has assumed the Company’s or inconsistency;any Guarantor’s covenants and obligations under the Securities of such Series and this Indenture; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide add further covenants for the assumption benefit of the Issuer’s or a guarantor’s obligations to the Holders of the Securities in of such Series or surrender any right or power conferred on the case Company or any Guarantor with respect to such Series of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five;Securities; (4c) to surrender any right or power herein conferred to the Company or any Guarantor; (d) to add any additional Events of Default with respect to the Securities of such Series; (e) to pledge property to the Trustee as security for the Securities of such Series; (f) to add further guarantees with respect to the Securities of any such Series, including the guarantee of Holcim if required under this Indenture; (5g) to release any guarantor from its guarantee or any evidence the appointment of its a Trustee other obligations under than the Trustee initially named in this Indenture (with respect to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders other Series of Securities or that does not adversely affect in accordance with the legal rights hereunder of any Holder; (7) to comply with requirements of the SEC in order to effect or maintain the qualification provisions of this Indenture under or evidence the Trust Indenture Act; (8) to provide for the issuance appointment of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more such Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of trusts under the trusts hereunder Indenture by more than one Trustee. Upon ; (h) to modify this Indenture in order to continue its qualification under the request TIA or as may be necessary or desirable in accordance with amendments of the Issuer accompanied by a resolution TIA; (i) to issue and establish the form and terms and conditions of its Board other Series of Directors authorizing Securities as provided in this Indenture; (j) to cure any ambiguity, mistake or inconsistency in this Indenture or in the execution Securities of such Series, or make any other addition, change or elimination to the provisions herein, as long as the interests of the Holders of the outstanding Securities of such amended or supplemental indenture, and upon receipt Series are not adversely affected in any material respect (as determined by the Trustee of the documents described in Section 7.02(b), the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and Company); (k) to make any further appropriate agreements and stipulations that may addition, change or elimination to this Indenture in respect of a Series of Securities to be therein containedcreated in the future; (l) to provide for uncertificated Securities in addition to or in place of certificated Securities; (m) to conform the text of this Indenture, but the Trustee will not be obligated to enter into such amended or any supplemental indenture that affects its own rightsor the Securities of any Series to any provision of the “Description of the New Notes and the New Notes Guarantees” applicable to such Series of Securities; (n) to comply with the rules of any applicable securities depositary; or (o) for the avoidance of doubt, duties or immunities under to evidence the termination and release of each Springing Holcim Guarantee, if granted, upon the Springing Holcim Guarantee Release Date in accordance with this Indenture or otherwiseIndenture.

Without Consent of Holders. Subject to Unless otherwise indicated for a particular series by a Board Resolution or a supplemental indenture, notwithstanding Section 9.02 of this Indenture, the Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series series without the consent of any HolderHolder of such Securities in a form reasonably satisfactory to the Trustee: (1) to cure any ambiguity, defect omission, defect, mistake or inconsistency; (2) to comply with Article V; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; (34) to provide for evidence the assumption of the Issuer’s or a guarantorCompany’s obligations to under this Indenture and the Holders of the Securities Securities, by a successor thereto in the case of a merger, consolidation or sale merger or a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assetsassets of the Company, in accordance with Article Five; (4) to add guarantees with respect to the Securities of any Seriestaken as a whole; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6) to make any change that would provide any additional rights or benefits to the Holders of the Securities of a series, that would surrender any right, power or option conferred by this Indenture on the Company or that does not adversely affect in any material respect the legal rights hereunder of any HolderHolder of such Securities; (76) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust TIA; (7) to conform the text of this Indenture Act(only with respect to such series) or any Board Resolution or supplemental indenture with respect to the Securities of such series to the description of notes contained in the offering document pursuant to which such Securities were offered; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series series as permitted by this Indenture; (9) to add to, change or eliminate any of the provisions of this Indenture with respect to Securities of a series; although no such addition, change or elimination may apply to Securities of a series created prior to the execution of such amendment and entitled to the benefit of such provision, nor may any such amendment modify the rights of a Holder of any Security with respect to such provision, unless the amendment becomes effective only when there is no Outstanding Security of a series created prior to such amendment and entitled to the benefit of such provision; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (11) to secure or provide guarantees of the Company’s obligations under the Securities or a series and this Indenture; or (912) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)9.06 hereof, the Trustee will join with the Issuer Company in the execution of any such amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into contained unless such amended or supplemental indenture that directly and adversely affects its the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.

Without Consent of Holders. Subject to Notwithstanding Section 9.02 of this Indenture, the Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3c) to provide for the assumption of the Issuer’s or a guarantor’s Company's obligations to the Holders of the Securities in by a successor to the case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Company pursuant to Article Five5 hereof; (4) to add guarantees with respect to the Securities of any Series; (5) to release any guarantor from its guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture); (6d) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights hereunder of any HolderSecurityholder; (7e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;TIA (8) f) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; or (9g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b)7.2 hereof, the Trustee will join with the Issuer Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.